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Operadora de Apoyo Logistico SA de CV, et al. – ‘F-4/A’ on 6/18/04

On:  Friday, 6/18/04, at 9:59pm ET   ·   As of:  6/21/04   ·   Accession #:  1047469-4-21114   ·   File #s:  333-112242, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18, -19, -20, -21

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/21/04  Operadora de Apoyo Logistico … CV F-4/A       6/18/04    4:4.2M                                   Merrill Corp/New/FA
          Compania Arrendadora TMM SA de CV
          Transportes Maritimos Mexico SA
          Division de Negocios Especializados SA
          Inmobiliaria TMM SA de CV
          Lacto Comercial Organizada SA de CV
          Linea Mexicana TMM SA de CV
          Naviera Del Pacifico SA de CV
          Operadora Maritima TMM SA de CV
          Personal Maritimo SA de CV
          Servicios Administratiovos de Transportacion SA de CV
          Servicios de Logistica de Mexico SA de CV
          Servicios En Operaciones Logisticas SA de CV
          Servicios En Puertos Y Terminales SA de CV
          Terminal Maritima de Tuxpan SA de CV
          TMM Agencias SA de CV
          TMM Logistics SA de CV
          Transportacion Portuaria Terrestre SA de CV
          TMG Overseas SA
          Operadora Portuaria de Tuxpan SA de CV
          Grupo TMM SA
          TMM Holdings SA de CV

Document/Exhibit                   Description                      Pages   Size 

 1: F-4/A       Pre-Effective Amendment to Registration Statement   HTML   3.95M 
                          of a Foreign Private Issuer for                        
                          Securities Issued in a                                 
                          Business-Combination Transaction                       
 2: EX-5.2      Opinion re: Legality                                HTML     26K 
 3: EX-5.3      Opinion re: Legality                                HTML     17K 
 4: EX-8.1      Opinion re: Tax Matters                             HTML     24K 

As filed with the staff of the Securities and Exchange Commission on June 18, 2004

Registration Statement No. 333-112242

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Amendment No. 3 to
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

GRUPO TMM, S.A.
(Exact name of registrant as specified in its charter)

TMM Group
(Translation of Registrant's name into English)

United Mexican States
(State or other jurisdiction of incorporation or organization)

4013
(Primary Standard Industrial Classification Code Number)

Not applicable
(I.R.S. Employer Identification Number)

Avenida de la Cúspide, No. 4755
Colonia Parques del Pedregal,
14010 Mexico, D.F.
(Address of principal executive offices)

CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8700
(Name, address, including zip code, and telephone number,
including area code, of agent for service of process)

THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE A HERETO

with copies to:

Thomas C. Janson, Jr.
Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, New York 10005
(212) 530-5921

        Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the exchange offer described in the accompanying prospectus and solicitation statement have been satisfied or waived.

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

SCHEDULE A

OTHER REGISTRANTS—SUBSIDIARY GUARANTORS

        The address, including zip code and area code, of each of the principal executive offices of the registrants listed above is Avenida de la Cúspide, No. 4755, Colonia Parques del Pedregal, 14010 Mexico, D.F. The name and address, including zip code, telephone number, and area code, of the above listed registrants' agent for service of process is CT Corporation System, 111 Eighth Avenue, New York, NY 10011, (212) 894-8700. I.R.S. Employer Identification Number is not applicable for the above listed registrants.

The information in this prospectus and solicitation statement is not complete and may be changed. We may not sell these securities until our registration statement filed with the Securities and Exchange Commission is effective. This prospectus and solicitation statement is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS AND SOLICITATION STATEMENT

Offer to Exchange

For each $1,000 principal amount of outstanding 9¹/2% Notes due 2003 and 10¹/4% Senior Notes due 2006
of Grupo TMM, S.A., $1,000 principal amount of Senior Secured Notes due 2007 of Grupo TMM, S.A.
plus additional Senior Secured Notes due 2007 with a face amount equal to accrued and unpaid interest;

and

Solicitation of Consents to Amend the Indenture governing the 10¹/4% Senior Notes due 2006;

and

Solicitation of Acceptances to a U.S. Prepackaged Plan of Reorganization.

        Grupo TMM, S.A., a Mexican sociedad anónima ("Grupo TMM" or the "Company"), proposes a financial restructuring through one of the following two alternatives:

1.

an out-of-court restructuring, or "recapitalization plan," which consists of:



•

an offer to exchange all of our outstanding 9¹/2% Notes due 2003, which we refer to as the "2003 notes," and 10¹/4% Senior Notes due 2006, which we refer to as the "2006 notes," and together with the 2003 notes, the "existing notes," for newly issued Senior Secured Notes due 2007, which we refer to as the "new notes." The new notes will be guaranteed by our direct and indirect wholly owned subsidiaries (which we refer to as the "guarantors") and secured by a pledge of certain assets of the Company and the guarantors; and



•

a consent solicitation (which we refer to as the "consent solicitation") to remove substantially all the restrictive covenants and certain events of default in the indenture governing any of the 2006 notes that remain outstanding at the completion of the exchange offer,

or

2.

an in-court restructuring through the solicitation of acceptances under Chapter 11 of the United States Bankruptcy Code (the "U.S. prepackaged plan") on substantially the same terms as the recapitalization plan. In the event that we do not receive sufficient acceptances to complete the U.S. prepackaged plan, we intend to pursue a prearranged plan under the Ley de Concursos Mercantiles, or bankruptcy laws, of Mexico (the "prearranged concurso mercantil"). The recapitalization plan, the U.S. prepackaged plan and the prearranged concurso mercantil together are referred to herein as the "restructuring." We have entered into agreements with sufficient creditors pursuant to which they have agreed to consent to, and not oppose, the restructuring, which we believe should permit us to accomplish either the U.S. prepackaged plan, or, in the alternative, a prearranged concurso mercantil, on substantially the same terms as the recapitalization plan without having to secure the consent of any other holder of existing notes or other creditors, although we cannot assure you that that is the case.

        Each holder whose 2003 notes or 2006 notes are validly tendered and accepted in the exchange offer will be issued new notes with a face amount equal to the face amount of the existing notes plus the dollar amount of accrued and unpaid interest on such existing notes to the settlement date at the rates set forth in this prospectus and solicitation statement. In addition, each holder whose consent is received by [            ], 2004 (the "consent deadline") will receive a pro rata portion of $21,094,605 principal amount of new notes (the "consent fee"). We have entered into voting agreements with holders of approximately 72% of the aggregate principal amount of the existing notes pursuant to which they have agreed to support the restructuring. Under existing interpretations of the Securities and Exchange Commission, ("SEC"), the execution of the voting agreements constituted private offerings of the securities to be issued in the exchange offer and, accordingly, such securities are not included in this registration statement. Consummation of the exchanges in both the private offering to holders who entered into the voting agreements (which we refer to as the "private exchange offer") and in the exchange offer under this registration statement (which we refer to as the "public exchange offer") will occur simultaneously. The new notes to be issued in the private exchange offer will be restricted securities under the Securities Act of 1933 and will contain a legend to that effect. We have agreed to register these securities under the Securities Act of 1933 as soon as practicable after the completion of the exchange offer. This prospectus and solicitation statement relates to the public exchange offer that we are making to the holders of the existing notes who did not execute voting agreements. We refer to the public exchange offer pursuant to this prospectus and solicitation statement and the private exchange offer pursuant to the voting agreements collectively as the "exchange offer."

        The exchange offer will expire at 11:59 p.m., New York City time, on [            ], [    ], 2004, and the ballots for the U.S. prepackaged plan must be received by 11:59 p.m., New York City time, on [            ], [    ], 2004, unless extended by us. The exchange offer and the consent solicitation are conditioned, among other things, on the receipt of tenders of at least 98% of the aggregate principal amount of 2003 notes outstanding and 95% of the aggregate principal amount of 2006 notes outstanding. You may not withdraw any existing notes once they have been tendered, except under certain circumstances as set forth herein.

        You should consider carefully the "Risk Factors" beginning on page 40 of this prospectus and solicitation statement before you make a decision as to whether to tender your existing notes and consent to the proposed amendment to the indenture governing the 2006 notes and how to vote on the U.S. prepackaged plan.

        Neither the SEC nor any state securities commission has approved or disapproved these securities or passed upon the adequacy or accuracy of this prospectus and solicitation statement. Any representation to the contrary is a criminal offense.

The solicitation agent, information agent and voting agent for the exchange offer, consent solicitation and solicitation of acceptances is:

Innisfree M&A Incorporated

The date of this prospectus and solicitation statement is                 , 2004

        The Following Statement Is Included At The Request Of The National Banking And Securities Commission (Comisión Nacional Bancaria Y De Valores) Of México For The Benefit Of Mexican Investors:

        The Information Contained In This Prospectus And Solicitation Statement Is Exclusively The Responsibility Of Grupo TMM And Does Not Require Authorization By The Comisión Nacional Bancaria Y De Valores. The Registration With The Sección Especial (Special Section) Of The Registro Nacional De Valores Maintained By The Comisión Nacional Bancaria Y De Valores Does Not Imply A Certification Of The Investment Quality Of The Securities Or Our Solvency. The New Notes Have Not Been Registered With The Sección Especial (Special Section) Of The Registro Nacional De Valores And Therefore The Securities Are Not Subject To A Public Offering Or Intermediation In Mexico. The Acquisition Of The Securities By Any Investor Of Mexican Nationality Will Be Made Under Such Investor's Own Responsibility.

TABLE OF CONTENTS

i

        In connection with the exchange offer described herein, you should rely only on the information contained in this prospectus and solicitation statement or in any supplement accompanying this prospectus and solicitation statement. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any jurisdiction in which such an offer is not permitted. You should not assume that the information contained in this prospectus and solicitation statement or in any supplement accompanying this prospectus and solicitation statement is accurate as of any date other than the date on the front of this prospectus and solicitation statement.

ii

SUMMARY

        In this document, unless specified otherwise, "we," "us," "our," "Grupo TMM" and "the Company" refer to Grupo TMM, S.A. and its subsidiaries, and "you" refers to the holders of the existing notes.

        References in this document to "$," "US$" or "dollars" are to United States dollars and references to "pesos" or "ps." are to Mexican pesos. This document contains translations of certain peso amounts into dollars at specified rates solely for the convenience of the reader. These translations should not be construed as representations that the peso amounts actually represent such dollar amounts or could be converted into dollars at the rates indicated or at any other rate.

The Company and the Guarantors

        We offer an integrated regional network of rail and road transportation services, port management, specialized maritime operations and logistics. Our services include:

•

rail transport within Mexico and to and from the United States through our subsidiary, TFM, S.A. de C.V. (which we refer to as "TFM");



•

logistics operations, including dedicated contract trucking, and integrated logistics outsourcing services;



•

specialized maritime shipping, including chartering supply ships to serve offshore oil rigs, furnishing towing services for ships at the port of Manzanillo, and transporting automobiles, and refined petroleum and chemical products; and



•

port and terminal operations at the Mexican ports of Acapulco and Tuxpan.

        Our railroad operations are conducted through our indirect subsidiary, TFM. We hold our interest in TFM through TMM Holdings S.A. de C.V. ("TMM Holdings"), our 100% owned subsidiary which, in turn, owns an approximate 96.6% interest in TMM Multimodal, S.A. de C.V. ("TMM Multimodal"). TMM Multimodal, in turn, has a voting interest of 51% and a direct economic interest of 38.4% in Grupo Transportación Ferroviaria Mexicana, S.A. de C.V. (which we refer to as "Grupo TFM") and Grupo TFM holds an 80% direct economic interest in TFM. The remaining 20% economic interest in TFM is currently owned by the Mexican government. See "Summary—Corporate Structure."

        We were formed on August 14, 1987 under the laws of Mexico as a variable capital corporation (sociedad anónima de capital variable) to serve as a holding company for investments by certain members of the Serrano Segovia family. On December 26, 2001, we completed a merger with our subsidiary, Transportación Marítima Mexicana, S.A. de C.V. ("TMM"), and we were the surviving entity. On September 13, 2002, we completed a reorganization that eliminated the variable portion of our capital stock and we became a fixed capital corporation. Consequently, our registered name changed from Grupo TMM, S.A. de C.V. to Grupo TMM, S.A.

        Each of our wholly owned direct or indirect subsidiaries, including TMM Holdings, through which we hold our interest in TFM, Operadora de Apoyo Logístico, S.A. de C.V., Compañía Arrendadora TMM, S.A. de C.V., Transportes Marítimos México, S.A., División de Negocios Especializados, S.A., Inmobiliaria TMM, S.A. de C.V., Lacto Comercial Organizada, S.A. de C.V., Línea Mexicana TMM, S.A. de C.V., Naviera del Pacifico, S.A de C.V., Operadora Marítima TMM, S.A. de C.V., Operadora Portuaria de Tuxpan, S.A. de C.V., Personal Marítimo, S.A. de C.V., Servicios Administrativos de Transportación, S.A. de C.V., Servicios de Logística de México, S.A. de C.V., Servicios en Operaciones Logísticas, S.A. de C.V., Servicios en Puertos y Terminales, S.A. de C.V., Terminal Marítima de Tuxpan, S.A. de C.V., TMG Overseas S.A., TMM Agencias, S.A. de C.V., TMM Logistics, S.A. de C.V., and Transportación Portuaria Terrestre, S.A. de C.V. (collectively, the "guarantors"), will irrevocably and unconditionally guarantee our obligations under the new notes. In addition, in the event that any entity becomes a wholly owned subsidiary after the issuance of the new notes (including as a result of the purchase of additional shares by the Company or another wholly owned subsidiary), that entity will also be required to guarantee the new notes. Furthermore, we and the guarantors will also enter into security agreements, which we refer to collectively as the "security agreements," in connection with the issuance of the new notes.

1

        The Company's obligations under the new notes and the security agreements, and the guarantors' obligations under the guarantee and security agreements, will be secured by a first priority security interest in (a) the shares of the stock of our subsidiaries held by the Company and the guarantors, including the shares of TMM Multimodal owned by TMM Holdings (the "MM Shares"), subject to certain restrictions in our existing joint venture arrangements as well as certain rights of holders of certificates issued by a trust pursuant to our receivables securitization facility (the "securitization facility"), and (b) all of the Company's and the guarantors' present and future tangible and intangible assets, subject to certain prior existing security arrangements, other specific carve-outs and release and substitution provisions to permit the Company and its subsidiaries to conduct their business in the ordinary course. See "The Guarantors and the Security" for more information concerning the foregoing.

Corporate Structure

        The following diagram illustrates the basic corporate structure of Grupo TMM and its subsidiaries:

*

Through its wholly owned subsidiaries.

**

Without giving effect to the additional indirect interest created by the interest in Grupo TFM held by TFM.

2

Recent Results of Operations

        On April 29, 2004, we announced our first quarter financial results for 2004. On a consolidated basis, we reported revenues from consolidated operations of $218.5 million for the first quarter of 2004 compared to revenues from consolidated operations of $219.2 million for the same period in 2003. We reported a net loss of $9.1 million or $0.16 per share in the first quarter of 2004 as compared with a net loss of $27.7 million, or $0.49 per share, for the same period in 2003. Operating profit for the first quarter of 2004 was $25.7 million, representing a decrease of $1.4 million from consolidated operating profit of $27.1 million reported for the same period in 2003.

Background of the Restructuring

        At September 30, 2002, Grupo TMM had $235.6 million of short-term debt, which included $176.9 million of the 2003 notes, and $202.5 million of long-term debt, including $200.0 million of the 2006 notes. In addition, as of such date, there were approximately $21.7 million of outstanding certificates issued by the trust established under the securitization facility, which were payable in April 2003.

        In light of the near term maturity of the 2003 notes, in early 2002, the Company, together with our financial advisors, began to evaluate various additional alternatives for strengthening our balance sheet, meeting our capital needs and refinancing or extending the maturity of our obligations. As part of this process, we considered sales of equity securities, sales of new debt securities, asset sales and various refinancing transactions. Given our liquidity profile and the advice of our financial advisors that the capital markets would not respond favorably to a new offering of high yield debt securities by us at that time, it was determined that issuing new debt securities was not feasible. We concluded that the market undervalued our equity in light of uncertainty concerning TFM's VAT claim and that sales of equity securities would therefore be prohibitively dilutive.

        In addition to these measures, we implemented a number of short-term measures in an effort to address these liquidity concerns. Key elements of our strategy, which are more fully described in "The Company-Our Business Strategy," included:

•

Reducing our cost structure in late 2002 and throughout 2003; and



•

Continuing the effort, which began in 1997, to achieve the successful resolution of TFM's value added tax ("VAT") claim.

Previous Exchange Offers

        In mid-2002, we determined, in consultation with our financial advisors, that the most feasible alternative was to extend the maturity of the 2003 notes through offers made to the holders of the 2003 notes and the 2006 notes of new debt securities with a later maturity and other modified terms, including a guarantee by TMM Holdings, a new holding company formed to indirectly hold our interest in Grupo TFM.

        We commenced exchange offers on December 26, 2002 seeking to exchange all of the 2003 notes and the 2006 notes for a new issue of debt securities that would mature in 2010, bear interest at 10¹/2% and be guaranteed by TMM Holdings.

        The exchange offers were not accepted by the required percentage of holders of the 2003 notes. Based on advice from our financial advisor, on February 18, 2003, we amended the exchange offers to add, as additional consideration, warrants to purchase ADRs of the Company, reduced the percentage of 2003 notes required to be tendered and extended the expiration date of the exchange offers.

        During the period in which the exchange offers were pending, we were engaged in discussions and negotiations with other parties with respect to the sale of certain of our assets as well as certain other

3

investments by third parties in the Company or our subsidiaries. The purpose of these discussions was to provide us with alternative sources of liquidity to meet our obligations in the event that the exchange offers were unsuccessful. As a result of these negotiations, we entered into (i) an agreement with Stevedoring Services of America ("SSA") to sell our interest in the ports that were jointly owned by us and SSA (other than our ports in Acapulco and Tuxpan) to an affiliate of SSA for cash (the "Port Sale") and (ii) an agreement with Kansas City Southern (which we refer to as "KCS") to sell our interest in Grupo TFM to KCS for a combination of cash and stock of KCS and an additional earnout (the "TFM Sale"). Following the execution of the agreements for the Port Sale and the TFM Sale, on April 29, 2003, we again amended the exchange offers to eliminate the warrant component of the consideration offered in the exchange offers, shorten the maturity of the notes being offered to May 2004, increase the interest rate to 12% and amend the covenants to permit the TFM Sale to be completed. The Port Sale was completed on May 13, 2003.

        The exchange offers were extended several times. Ultimately, however, insufficient 2003 notes were tendered to permit the conditions to the exchange offers to be satisfied and the exchange offers were terminated on May 15, 2003. We did not have the liquidity necessary to meet the principal and interest payments due on that date for the 2003 notes or the interest payments due on that date for the 2006 notes and we defaulted on those obligations. These defaults, in turn, created cross-defaults under certain of our other obligations. See "Summary—Consequences if the Restructuring Fails."

        In August 2003, our stockholders voted to reject the Acquisition Agreement and we subsequently notified KCS that we were terminating the Acquisition Agreement based on the results of the stockholder vote. KCS has challenged our right to terminate the Acquisition Agreement and alleged certain breaches of the Acquisition Agreement by the Company. Pursuant to the Acquisition Agreement, the dispute was submitted to binding arbitration. In March 2004, the arbitration panel issued a ruling solely on the issue of the termination of the agreement by the Company based on the failure of the stockholders to approve the TFM Sale at the stockholder meeting held in August 2003. The panel ruled that the termination on this basis was not effective and that the Agreement remained in effect and binding on the parties unless otherwise terminated in accordance with its terms or by law. The parties have entered into a stipulation under which further arbitration proceedings have been deferred and each party reserved its rights to pursue further proceedings at any time. See "The Company—Legal Proceedings—The Dispute with Kansas City Southern."

Proposed Exchange Offer

        Following the termination of the exchange offers, we retained Miller Buckfire Lewis Ying & Co., LLC ("MBLY") and Elek, Moreno-Valley Associados ("EMVA"), as financial advisors, to advise us on alternatives. As part of this process, we again contemplated sales of new debt securities and sales of equity securities. Given our liquidity profile and the advice of our financial advisors that the capital markets likely would not respond favorably to a new offering of high yield debt securities by us at that time, it was determined that issuing new debt securities was not feasible. We concluded that the market continued to undervalue our equity at the time in light of uncertainty concerning TFM's VAT claim and that sales of equity securities would therefore be prohibitively dilutive. As a result, we elected to attempt to restructure the outstanding 2003 notes and 2006 notes either through a revised exchange offer or a prepackaged or prearranged bankruptcy proceeding in the United States or Mexico. As part of this process, we and our advisors encouraged the formation of an ad hoc committee of holders of the existing notes, which we refer to as the "Committee," and agreed to pay the fees and expenses of the legal advisors and a financial advisor to the Committee. The Committee subsequently retained Houlihan Lokey Howard & Zukin Capital as financial advisor, Akin Gump Strauss Hauer & Feld LLP as U.S. legal advisor, and Franck, Galicia y Robles, S.C. as Mexican legal advisor. During the period from July 2003 to December 2003, we engaged in extensive negotiations with the advisors to the Committee and certain members of the Committee regarding the terms of the restructuring. As a result

4

of these discussions, members of the Committee holding approximately 72% of the aggregate principal amount of existing notes have entered into voting agreements (as amended through the date hereof, the "voting agreements") pursuant to which they have agreed to tender their existing notes in the exchange offer, consent to the amendment (if they are holders of 2006 notes) and vote to accept, and not to oppose, the U.S. prepackaged plan or the prearranged concurso mercantil. The voting agreements originally provided that such holders could terminate the voting agreements at any time after March 31, 2004. As of March 31, 2004, Grupo TMM entered into amended voting agreements that extended the termination date and made certain other changes.

        The new termination date of the voting agreements is July 22, 2004 (or, in connection with an extension of the exchange offers, such date will be August 5, 2004). However, if we have commenced the U.S. prepackaged plan or prearranged concurso mercantil prior to such termination date, the termination date will be September 30, 2004. For a more detailed description of the terms of the voting agreements and the termination provisions, see "The Company—Recent Developments—Negotiations with Ad Hoc Committee of Holders of Existing Notes; Voting Agreements."

        Under the U.S. Bankruptcy Code, the affirmative votes by holders of at least 66²/3% in principal amount and more than one-half in number of those holders of existing notes voting on the U.S. prepackaged plan are required for confirmation of the U.S. prepackaged plan. Similarly, confirmation of a prearranged concurso mercantil plan would require (i) the approval of creditors, recognized by the Mexican court as holders of our unsecured debt, holding a majority of the aggregate amount of outstanding unsecured indebtedness recognized by the court (not just the holders of our existing notes) and (ii) that more than one-half in number of our recognized creditors do not vote against the plan. We have entered into voting agreements with sufficient holders of the existing notes that we believe that, if the conditions to the exchange offer are not satisfied, we should have sufficient acceptances to permit us to complete the restructuring either through the U.S. prepackaged plan or, if we determine to pursue a prearranged concurso mercantil, through a prearranged concurso mercantil, in each case without requiring the approval of any other holders of the existing notes or any of our other creditors. However, since we are not able to determine with certainty how many holders of our existing notes, by number, would vote on the U.S. prepackaged plan, or if we determine to pursue a concurso mercantil proceeding, would be recognized as creditors or vote in a prearranged concurso mercantil, we cannot assure you that the vote of the holders subject to the voting agreements would be sufficient to confirm the U.S. prepackaged plan or to complete a prearranged concurso mercantil.

        The restructuring will extend the maturity of the 2003 notes and the 2006 notes and significantly reduce the cash interest payments that the Company is required to make. We believe this will allow us to meet these obligations as they mature through refinancings, asset sales or otherwise.

Restructuring Plan

        We propose to effect the restructuring through one of the following two alternatives:

1.

a recapitalization plan which consists of:



•

an offer to exchange all of our outstanding 2003 notes and 2006 notes for new notes that will be guaranteed by our direct and indirect wholly owned subsidiaries and secured by a pledge of certain assets of the Company and the guarantors; and



•

a consent solicitation to remove substantially all the restrictive covenants and certain events of default in the indenture governing the 2006 notes that remain outstanding at the completion of the exchange offer,

5

or

2.

the U.S. prepackaged plan, which would accomplish the restructuring on substantially the same terms as the recapitalization plan, through the solicitation of acceptances under Chapter 11 of the United States Bankruptcy Code. In the event that we do not receive sufficient acceptances to complete the U.S. prepackaged plan, we intend to pursue a prearranged concurso mercantil in Mexico. We have entered into voting agreements with sufficient creditors pursuant to which they have agreed to consent to, and not oppose, the restructuring, which we believe should permit us to accomplish either the U.S. prepackaged plan, or a prearranged concurso mercantil on substantially the same terms as the recapitalization plan without having to secure the consent of any other holders of existing notes or other creditors, but subject to satisfying all other conditions and requirements for court approval of the U.S. prepackaged plan or prearranged concurso mercantil, as applicable.

        The principal objectives of the restructuring described in this prospectus and solicitation statement are to reduce our mandatory cash interest payments and extend the maturity dates of the existing notes.

        Each holder whose 2003 notes or 2006 notes are validly tendered and accepted in the exchange offer will be issued new notes with a face amount equal to the face amount of the existing notes plus the dollar amount of accrued and unpaid interest on such existing notes to the settlement date at the rates set forth in this prospectus and solicitation statement. In addition, each holder whose consent is received by [            ], 2004 will receive the consent fee. The exchange offer will expire at 11:59 p.m., New York City time, on [            ], [    ], 2004, unless extended by us. The exchange offer and the consent solicitation are conditioned, among other things, on the receipt of tenders of at least 98% of the aggregate principal amount of 2003 notes outstanding and 95% of the aggregate principal amount of 2006 notes outstanding. You may not withdraw tenders of any existing notes once they have been tendered, except for circumstances in which we make a material amendment to the exchange offer or waive a material condition thereto or except as permitted by the voting agreements in the case of holders of existing notes who have entered into such voting agreements. See "The Exchange Offer and Consent Solicitation—No Withdrawal Rights."

        Your decision to participate in the exchange offer is completely independent of your decision to vote to accept or reject the U.S. prepackaged plan. Your acceptance of the exchange offer will not constitute acceptance or rejection of the U.S. prepackaged plan and a vote in favor of the U.S. prepackaged plan will not be deemed an acceptance of the exchange offer. We will not commence a Chapter 11 case and seek confirmation of the U.S. prepackaged plan or commence a prearranged concurso mercantil if all of the conditions to the exchange offer are met or waived by us. If all of the conditions to the exchange offer are not met or waived by us, principally the minimum tender condition that holders of 98% in aggregate principal amount of the 2003 notes outstanding and holders of 95% in aggregate principal amount of the 2006 notes outstanding participate in the exchange offer, but all of the conditions to the U.S. prepackaged plan are met, including the condition that we receive accepting votes from the requisite principal amount and requisite number of holders of existing notes to constitute an "accepting class" (as such term is defined in the U.S. Bankruptcy Code) and the voting agreements have not been terminated, we will be obligated under the voting agreements to commence either the U.S. prepackaged plan or the prearranged concurso mercantil. The determination of whether to file the U.S. prepackaged plan or the prearranged concurso mercantil will be made solely by us, after consultation with the Committee.

        Because the U.S. prepackaged plan can be confirmed by a U.S. bankruptcy court if we receive the affirmative votes of 66²/3% in principal amount and more than one-half in number of those holders of existing notes voting, we may be able to consummate the U.S. prepackaged plan with significantly less support than that required in order to consummate the exchange offer. Similarly, confirmation of a

6

prearranged concurso mercantil plan requires (i) the approval of creditors, recognized by the Mexican court as holders of our unsecured debt, holding a majority of the aggregate amount of outstanding unsecured indebtedness recognized by the court and (ii) that more than one-half in number of creditors, recognized by the Mexican court as holders of our unsecured debt, holding our outstanding unsecured indebtedness recognized by the court do not veto the plan. Accordingly, we may be able to consummate a prearranged concurso mercantil with significantly less support than would be required to effect either the exchange offer or the U.S. prepackaged plan.

        The existing notes constitute the only claims considered to be impaired in a Chapter 11 case. Therefore, only the holders of existing notes are entitled to vote to accept or reject the U.S. prepackaged plan. Under the U.S. prepackaged plan, the holders of our existing notes will receive the same consideration in exchange for their claims as they could receive by participating in the exchange offer except that, in the U.S prepackaged plan, the consent fee will be prorated among all of the holders of existing notes, whether or not such holders voted to accept the U.S. prepackaged plan, whereas in the exchange offer the consent fee will be prorated only among the holders of existing notes who have entered into voting agreements or tendered their existing notes prior to the consent deadline, unless otherwise required by law.

Chapter 11

        Chapter 11 is the principal reorganization chapter of the U.S. Bankruptcy Code. In a Chapter 11 case, the debtor is allowed to remain in possession of its business and assets as it works out its financial difficulties and attempts to reorganize its business for the benefit of all of its constituencies. The principal objective of Chapter 11 is to formulate, confirm, and consummate a plan of reorganization, which is the operative document containing the terms of the reorganization. In a typical Chapter 11 case, the plan of reorganization is negotiated with the company's constituencies after the commencement of the case, and the solicitation of acceptances to the plan is then undertaken pursuant to a disclosure statement approved by the U.S. bankruptcy court as containing adequate information within the meaning of Section 1125(a) of the U.S. Bankruptcy Code. In a prepackaged Chapter 11 case, on the other hand, the negotiation, solicitation, and voting on the plan are completed prior to the filing, so that by the time the filing occurs, the company already has the requisite acceptances in hand to confirm its plan of reorganization, subject to meeting the various confirmation standards and obtaining the U.S. bankruptcy court's approval. Because the voting on the plan occurs prior to the filing, a prepackaged Chapter 11 case is normally considerably shorter in duration than a typical reorganization case. Moreover, in a prepackaged Chapter 11 case—such as that which we may commence—all creditors (other than the holders of existing notes), as well as our shareholders, would be unaffected by the filing of the case. For a more detailed discussion of the Chapter 11 process in general, and prepackaged bankruptcies in particular, see "The U.S. Prepackaged Plan."

Concurso Mercantil

        A concurso mercantil is the primary form of reorganization under the Mexican Ley de Concursos Mercantiles (Law of Commercial Reorganizations), which we refer to as the "LCR." The LCR provides for two different proceedings: conciliation (conciliación) and bankruptcy/liquidation (quiebra). The LCR was enacted in May 2000 and is largely untested, especially for large, complex proceedings such as those involving a company like Grupo TMM, and in the context of prepackaged proceedings, for which precedents do not exist. In conciliation, the goal is for the debtor and its recognized creditors to engage in negotiations to reach an agreement settling the terms of the reorganization. If an agreement is reached and it is approved by a judge, the proceeding is terminated. Any agreement among the creditors in the conciliation phase requires (i) the approval of creditors, recognized by the Mexican court as holders of our unsecured debt, holding a majority of the aggregate amount of our outstanding unsecured indebtedness recognized by the court and (ii) that more than one-half in number of

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creditors, recognized by the Mexican court as holders of our unsecured debt, holding our outstanding unsecured indebtedness recognized by the court do not veto the agreement. If we initiated the prearranged concurso mercantil, we would present a restructuring agreement on substantially the same terms as the U.S. prepackaged plan. For a more complete discussion of the prearranged concurso mercantil, see "The Mexican Law of Commercial Reorganizations."

        Advantages of the restructuring

        We believe that the advantages of the restructuring to us and to you are:

•

improving our ability to continue operating as a going concern by extending the maturity of the 2003 notes and 2006 notes and thereby curing the payment default under the 2003 notes and cross-defaults under certain other obligations (see "Contractual Obligations"), and achieving the other objectives outlined below;



•

avoiding the risk of an involuntary concurso mercantil, the outcome of which is uncertain;



•

lowering our mandatory cash interest payment obligations to more closely align our debt service obligations with our current and projected cash flows;



•

allowing us sufficient time to resolve completely TFM's existing claims for a refund of certain VAT taxes; and



•

extending the scheduled maturity dates of the 2003 notes and the 2006 notes to provide us with additional time to improve our operations following the negative effects of the weak global economic conditions and the devaluation of the Mexican peso that we have experienced in the past several years.

        All of the above benefits decrease the likelihood that we will default on future interest and principal payments on our indebtedness and increase the likelihood that we will be able to make timely payments of interest on the new notes and repay or refinance the new notes at maturity.

        Additionally, we believe that if we are subject to an involuntary concurso mercantil that is not conducted pursuant to the restructuring, there is an increased risk that you will receive significantly less consideration for your existing notes than you will receive if the restructuring is successfully completed as set forth herein. In an involuntary concurso mercantil, in contrast to a prearranged one entered into as a part of the restructuring, the parties to the voting agreements would not be bound to accept a proposal and therefore there can be no guarantee that we will reach agreement with our creditors and successfully emerge from the conciliation phase of the concurso mercantil (or, in the event that such agreement is reached, that it will be approved by the requisite number of creditors and creditors holding the requisite amount of unsecured obligations), exposing us to a potential liquidation and sale of our assets as a result. We expect that the proceeds from any such liquidation would be less than what could be obtained in a sale outside of liquidation, resulting in a net recovery to you that is projected to be substantially less than you would receive under the restructuring. In addition, the LCR is largely untested and legal precedent guiding its interpretation is limited, particularly in an involuntary proceeding. The uncertainty inherent in proceedings under a law with limited precedent may lead to extended litigation. In the case of large, complex proceedings, its potential impact on the rights of creditors is impossible to predict with complete certainty. Finally, if we are declared subject to a reorganization under the LCR, and upon the filing of your claim against our estate and the court's recognition of your status as creditor of us, your claim would be unsecured and ranked with equal right to payment with all other unsecured claims filed against our estate.

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        The primary advantages to us and to you of consummating the restructuring through the exchange offer instead of the U.S. prepackaged plan or the prearranged concurso mercantil are that the successful consummation of the exchange offer:

•

will allow us to continue operating our business without the negative perception of a U.S. bankruptcy or a Mexican concurso mercantil;



•

can be completed in less time than, and without the additional expense of, a U.S. bankruptcy or a Mexican concurso mercantil, which could negatively impact our business;



•

significantly reduces the risk of legal action being brought against us in a Mexican court for payment of the existing notes; and



•

avoids the uncertainties, delays and litigation risks associated with a U.S. bankruptcy or a Mexican concurso mercantil.

        In the event that the restructuring cannot be consummated through the exchange offer, and the conditions to the U.S. prepackaged plan are satisfied, then the primary advantages of consummating the restructuring through the U.S. prepackaged plan would be that the successful consummation of the U.S. prepackaged plan:

•

would allow us to complete the restructuring with the affirmative votes of 66²/3% in principal amount and more than one-half in number of those holders of existing notes voting on the plan, rather than having to obtain the 98% acceptance level required for the 2003 notes and the 95% acceptance level required for the 2006 notes in the exchange offer;



•

would extinguish all of our obligations and liabilities with regard to all of our existing notes, including any obligations or liabilities to holders of existing notes who do not vote in favor of the U.S. prepackaged plan, which will provide us with additional liquidity; and



•

would enable you to avoid the uncertainty concerning whether we can emerge in a timely manner or successfully from a concurso mercantil.

        In the event that the restructuring cannot be consummated through either the exchange offer or the U.S. prepackaged plan, we believe that we will nevertheless be able to consummate the restructuring through a prearranged concurso mercantil as we have entered into voting agreements with holders of existing notes holding a majority of the aggregate amount of our outstanding unsecured indebtedness, pursuant to which they have agreed to consent to, and not oppose, the restructuring.

Adverse effects of the restructuring on holders of existing notes

        If the exchange offer is successful, you will receive new notes which will mature in 2007 (or 2008 in the event we extend the term of the new notes), significantly later than the 2003 notes and approximately one year later than the 2006 notes (or two years later than the 2006 notes in the event we extend the term of the new notes). Electing to receive the new notes involves risks and, after the restructuring, you may still receive less than the full principal amount of the new notes.

        If the exchange offer is successful, we intend to repay any untendered 2003 notes at par value, plus accrued and unpaid interest. Following a successful exchange offer, the covenants in the indenture governing the new notes will be substantially similar to those of the 2006 notes except that the covenants governing debt incurrence, dividends, and asset sales will generally be more restrictive than those in the indenture governing the 2006 notes and generally require that we repay new notes with net proceeds from additional sources, if received by the Company, such as TFM's VAT claim. For a more detailed comparison of the covenants of the existing notes and the covenants of the new notes, see "Comparison of Material Differences Among the 2003 Notes, the 2006 Notes and the New Notes."

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        If you hold 2006 notes and do not participate in the exchange offer and it is successful, you will retain your 2006 notes, but there may be a substantially smaller market for the remaining 2006 notes, which will negatively impact the liquidity of those 2006 notes. Furthermore, any 2006 notes that remain outstanding following the exchange offer will be effectively and structurally subordinated to the new notes. In addition, the proposed amendment will remove substantially all of the restrictive covenants and certain events of default contained in the indenture currently governing the 2006 notes.

        Your votes and elections related to the exchange offer and the U.S. prepackaged plan are not tied together. You are being asked to separately consider and indicate your acceptance or rejection of the exchange offer and the U.S. prepackaged plan. You are not required to accept or reject both the exchange offer and the U.S. prepackaged plan; rather, you may vote for or against each such alternative as you deem appropriate. If you tender into the exchange offer prior to the consent deadline, you will receive the consent fee.

Consequences if the restructuring fails

        Our 2003 notes matured on May 15, 2003, and we did not have the liquidity to meet the principal and interest payments due on that date on the 2003 notes, or the interest payments due on that date on the 2006 notes. As a result, we defaulted on those obligations. These defaults, in turn, created cross-defaults under certain of our other obligations. Accordingly, the trustee or the holders of at least 25% of the principal amount of the 2006 notes has or have, as the case may be, the right to accelerate the 2006 notes, thereby requiring the immediate repayment of their entire principal amount. We do not have sufficient liquidity to pay the amounts that have become due on the 2003 notes, to pay the accrued and unpaid interest on the 2003 notes or the 2006 notes or, if the 2006 notes were accelerated, to repay the principal amount of the 2006 notes.

        There can be no assurance that holders of the existing notes or other creditors will not attempt to institute legal proceedings to seek repayment of amounts owed to them. In addition, one or more of our creditors may seek to institute against us an involuntary U.S. bankruptcy proceeding or an involuntary concurso mercantil proceeding in Mexico. Additionally, we may choose to institute a voluntary non-prepackaged reorganization proceeding under Mexican or U.S. law.

        In an involuntary Mexican reorganization proceeding, if (i) we are unable to reach an agreement with the creditors, recognized by the Mexican court as holders of our unsecured debt, holding a majority of the aggregate amount of our outstanding unsecured indebtedness recognized by the court or (ii) more than one-half in number of creditors, recognized by the Mexican court as holders of our unsecured debt, holding our outstanding unsecured indebtedness recognized by the court veto such agreement, during the conciliation phase of a concurso mercantil proceeding, we could be forced to enter the bankruptcy, or quiebra, phase of a Mexican proceeding and could be subject to liquidation or be forced to sell all or substantially all of our assets.

        See "The Mexican Law of Commercial Reorganizations" for a further description of a Mexican reorganization proceeding. We expect that the proceeds from any potential liquidation and sale of our assets as a result of a quiebra would be less than what could be obtained in a sale outside of liquidation, would not be sufficient to satisfy all of our obligations to you, and would result in a net recovery to you that is projected to be substantially less than you would receive under the restructuring. See "Risk Factors—Factors relating to the restructuring."

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The Exchange Offer and Consent Solicitation

11

12

        The following is a summary comparison of the material economic terms of the 2003 notes, the 2006 notes and the new notes. For a more detailed comparison of the existing notes with the new notes, see "Comparison of Material Differences Among the 2003 Notes, the 2006 Notes and the New Notes."

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14

15

16

17

18

19

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The New Notes

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22

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24

25

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The U.S. Prepackaged Bankruptcy Plan

        We have prepared the U.S. prepackaged plan as an alternative to the exchange offer for effecting our restructuring if the conditions to the completion of the exchange offer, including the minimum tender condition, are not met or waived, but we receive the required acceptances to seek confirmation of the U.S. prepackaged plan. We have entered into voting agreements with sufficient holders of the existing notes that we believe that, if the conditions to the exchange offer are not satisfied, we should have sufficient acceptances to permit us to complete the restructuring through either the U.S. prepackaged plan or, if we determine to pursue a prearranged concurso mercantil, through a prearranged concurso mercantil, in each case without requiring the approval of any other holders of the existing notes or any of our other creditors, but subject to satisfying all other conditions and requirements for court approval of the U.S. prepackaged plan or prearranged concurso mercantil, as applicable. However, since we are not able to determine with certainty how many holders of our existing notes, by number, would vote on the U.S. prepackaged plan, we cannot assure you that the vote of the holders subject to the voting agreements would be sufficient to confirm the U.S. prepackaged plan. If the exchange offer is not successful but we obtain support acceptances to effectuate a U.S prepackaged bankruptcy plan, then pursuant to the terms of the voting agreements, we are obligated to commence a proceeding under Chapter 11 of the U.S. Bankruptcy Code, or in the alternative, a concurso mercantil under the laws of Mexico. We are therefore separately soliciting the vote of each holder of the existing notes in favor of the U.S. prepackaged plan by soliciting ballots with this prospectus and solicitation statement. IF THE EXCHANGE OFFER IS CONSUMMATED, WE WILL NOT COMMENCE A U.S. BANKRUPTCY CASE OR PURSUE THE U.S. PREPACKAGED PLAN ALTERNATIVE.

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The Proposed Amendment

        If you tender your 2006 notes in the exchange offer, you will be consenting to amend the indenture governing the 2006 notes. This amendment will eliminate substantially all of the covenants contained in the indenture, including:

•

the limitations on incurring indebtedness, making certain investments, granting liens, paying dividends, entering into transactions with affiliates, undertaking certain mergers, consolidations or asset sales, and creating restrictions on the ability of our subsidiaries to loan or dividend funds to us; and



•

the obligation of the Company to repurchase 2006 notes at the option of the holders in the event of a change of control or with the proceeds from certain asset sales.

        The supplemental indenture will also eliminate events of default that are triggered if, among other things:

•

we fail to comply with any of the covenants and provisions described above;



•

we or any of our restricted subsidiaries default under our or such restricted subsidiary's debt obligations in excess of $10 million;



•

we or any of our restricted subsidiaries are subject to certain bankruptcy events; or



•

we or any of our restricted subsidiaries have a final judgment in excess of $10 million rendered against us or them.

        The primary purpose of the proposed amendment is to eliminate the restrictive covenants and other provisions described above.

        IF YOU TENDER YOUR 2006 NOTES PURSUANT TO THE EXCHANGE OFFER, YOU WILL BE DEEMED TO HAVE GIVEN YOUR CONSENT TO THE PROPOSED AMENDMENT WITH RESPECT TO THE 2006 NOTES TENDERED.

        The terms of the indenture governing the 2006 notes provide that the proposed amendment must be approved by the holders of at least a majority of the outstanding principal amount of the 2006 notes issued under the indenture governing such 2006 notes. Any 2006 notes held by the Company are not considered to be outstanding for this purpose. As of the date of this prospectus and solicitation statement, no 2006 notes were held by the Company and therefore no 2006 notes would be excluded from the amount outstanding for this purpose.

        The proposed amendment to the indenture governing the 2006 notes will become effective only upon the consummation of the exchange offer and the execution of the supplemental indenture.

Risk Factors

        See the "Risk Factors" section of this prospectus and solicitation statement beginning on page 40 for a description of risks you should carefully consider in deciding whether to tender your existing notes in the exchange offer.

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Summary Consolidated Historical Financial Data

        The following tables set forth summary historical financial data for Grupo TMM and its consolidated subsidiaries. The financial information presented for the fiscal years ended December 31, 2003, 2002 and 2001 was derived from our audited consolidated financial statements, which includes the consolidated balance sheets as of December 31, 2002 and 2003, and the related consolidated statements of income and cash flows for each of the three years ended December 31, 2001, 2002 and 2003. Such financial statements and the accompanying notes are contained elsewhere herein (the "Financial Statements").

        The Financial Statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), which differ in certain significant respects from U.S. GAAP. See Note 18 to our Financial Statements for a description of the principal differences between IAS and U.S. GAAP applicable to us.

        The following data should be read in conjunction with, and are qualified in their entirety by reference to "Operating and Financial Review and Prospects" and to our Financial Statements and the related Notes thereto included elsewhere herein.

GRUPO TMM AND SUBSIDIARIES
SUMMARY CONSOLIDATED HISTORICAL FINANCIAL DATA
($ in Millions Except Ratios and Per Share Data)

(a)

Includes the reclassification of the other income (expense)—net in accordance with the International Accounting Standard #1 ("IAS #1") "Presentation of Financial Statements."

(b)

Based on the weighted average of outstanding shares during each period, and restated to reflect the reverse stock split, which occurred in October 2001, prior to the merger of TMM with and into Grupo TMM. See "The Company." The aggregate number of Series A Shares outstanding as of December 31, 2003 and 2002 was 56,963,137. See "The Company—Reclassification of Series A and Series L Shares."

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(c)

The large increase from 2000 to 2001 in the figures for capital stock and total stockholders' equity is a result of the merger of our predecessor, TMM with and into Grupo TMM and the additional shares issued in connection therewith. See Notes 1 and 12 of the Notes to our Financial Statements.

(d)

Book value: Results from dividing total stockholders' equity by the outstanding shares at the end of each period.

(e)

Proceeds received as borrowings are net of transaction costs incurred, in accordance with the International Accounting Standard #39 ("IAS #39") "Financial Instruments Recognition and Measurements."

(f)

Under IFRS, the Port Sale was accounted for as a discontinued operation, nevertheless, such disclosures are only required to be presented in notes to the financial statements. Under U.S. GAAP, the Port Sale would also be accounted for as a discontinued operation but it is required to be presented in the forepart of the financial statements.

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QUESTIONS AND ANSWERS RELATING TO THE EXCHANGE OFFER,
CONSENT SOLICITATION AND U.S. PREPACKAGED PLAN

        Subject to the terms and conditions set forth in this prospectus and solicitation statement and in the related letter of transmittal and consent, we are offering to exchange our new notes, for all of our outstanding $176,875,000 principal amount of 2003 notes and $200,000,000 principal amount of 2006 notes plus accrued and unpaid interest as provided for herein. The exchange offer and consent solicitation will expire at 11:59 p.m., New York City time, on            , 2004, unless we extend the expiration date of the exchange offer and consent solicitation. Set forth below are some of the questions you, as holder of the existing notes, may have and answers to those questions.

Q.

What are the purposes of the exchange offer and consent solicitation?

A.

The principal purposes of the exchange offer are to reduce our mandatory cash interest payments and extend the maturity of our 2003 notes and 2006 notes. If we do not complete the exchange offer and do not extend the maturity of the existing notes, we will not have sufficient liquidity to make payments of principal and interest on the existing notes unless we find an alternate means of financing, which is highly unlikely. In the event the exchange offer is unsuccessful, but we receive the required acceptances to form an "accepting class" under the U.S. Bankruptcy Code to seek confirmation of the U.S. prepackaged plan, then, pursuant to the terms of the voting agreements, we will commence the U.S. prepackaged plan, or, in the alternative, the prearranged concurso mercantil under the laws of Mexico. In the event we cannot successfully complete the restructuring as provided herein, we may be forced on an involuntary basis into a reorganization-related proceeding under U.S. or Mexican law. See "The Company—Grupo TMM's Strategic Partners—Our Liquidity Position," "Risk Factors—Factors relating to the restructuring" for more information about the impact of not completing the restructuring. For information about the effect that completing the restructuring may have on our financial position, please see "Unaudited Pro Forma Financial Information."

The purpose of the consent solicitation is to amend the indenture governing the 2006 notes to eliminate substantially all of the restrictive covenants and certain events of default. See "The Proposed Amendment" and "Description of the New Notes" for more detailed information.

Q.

What is Grupo TMM offering in exchange for my existing notes?

A.

For each $1,000 principal amount of existing notes that you validly tender, you will receive $1,000 principal amount of the new notes, plus new notes in respect of the accrued and unpaid interest thereon as set forth herein. In addition, each holder whose consent is received by the consent deadline ([            ], 2004) will receive a consent fee, which is equal to a pro rata portion (calculated on the basis of the claim amount of each holder of existing notes) of $21,094,605 principal amount of additional new notes (which represents, in the aggregate, 5% of the sum of the principal amount of the existing notes plus respective accrued interest to December 24, 2003). See "The Exchange Offer and Consent Solicitation" for a more detailed description of the exchange offer.

Q.

If I tender my existing notes, will I receive accrued and unpaid interest?

A.

Yes, however it will be paid in new notes rather than in cash. All accrued and unpaid interest on the existing notes tendered and accepted in the exchange offer (including interest on the 2003 notes for the period from and after May 15, 2003) shall be payable in new notes with a principal amount equal to such accrued and unpaid interest to, but not including, the settlement date; provided, that (i) the interest accrual rate on the existing notes for this purpose shall be (A) at the rate of interest set forth in the respective existing notes for the period through May 14, 2003 and (B) 11.50% for the period from and after May 15, 2003; and (ii) there shall be no interest paid on accrued interest.

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In the event that the restructuring cannot be completed on the terms described herein, the 2003 notes will not have accrued interest for any period after their maturity date of May 15, 2003, and there will be no default interest payable on the 2006 notes.

Q.

What is the effect of the guarantees of the new notes by the guarantors?

A.

Each of our wholly owned direct or indirect subsidiaries, including TMM Holdings, will irrevocably and unconditionally guarantee our obligations under the new notes. In addition, in the event that any entity becomes a direct or indirect wholly owned subsidiary after the issuance of the new notes (including as a result of the purchase of additional shares by us or another wholly owned subsidiary), that entity will also be required to guarantee the new notes. Furthermore, we and the guarantors will also enter into security agreements in connection with the issuance of the new notes. Our obligations under the new notes and security agreements and the guarantors' obligations under the guarantees and security agreements will be secured by a first priority security interest in (a) the shares of the stock of our subsidiaries held by us and the guarantors, including the MM Shares owned by TMM Holdings, subject to certain restrictions in our existing joint venture arrangements and certain rights of holders of certificates issued by a trust pursuant to the securitization facility, and (b) all of our and the guarantors' present and future tangible and intangible assets, subject to certain prior existing security arrangements and other specific carve-outs. See "The Guarantors and the Security." These assets would not be available to the holders of any untendered existing notes, or to our other creditors, until the new notes have been paid in full. The shares of Grupo TFM held indirectly by TMM Holdings and the common stock of companies held by certain other guarantors are subject to certain restrictions on transfer and rights of first refusal. For more information, see "Risk Factors—Factors Relating to the New Notes—The shares of our direct and indirect subsidiaries may be difficult to sell in the event the Company cannot fulfill its obligations with respect to the new notes, or the guarantors are called upon to satisfy their guarantees of the new notes," "Risk Factors—Factors Relating to the new notes—If we are declared subject to reorganization under Mexican Law, you may find it difficult to collect payment on the new notes" and "The Guarantors and the Security."

Q.

Will the new notes be freely tradable?

A.

Yes. The new notes to be issued in the public exchange offer have been registered with the SEC and therefore will be freely tradable by holders other than "affiliates" of the Company. The new notes to be issued in the private exchange offer to holders who entered into voting agreements with us will be restricted securities under the Securities Act and will contain a legend to that effect. We have agreed to register these securities under the Securities Act as soon as practicable after the completion of the exchange offer. We do not intend to apply to list the new notes for trading on any exchange.

Q.

What is required for the proposed amendment to become effective?

A.

In order for the proposed amendment to the indenture governing the 2006 notes to be adopted, holders of at least a majority in aggregate principal amount of the 2006 notes outstanding must consent to such amendment. Moreover, the proposed amendment is subject to the consummation of the exchange offer, which, in turn, is subject to the terms and conditions set forth under "The Exchange Offer and Consent Solicitation—Conditions to the Exchange Offer."

Q.

How will I be notified if the period for the exchange offer and consent solicitation or the consent deadline is extended?

A.

If we extend the exchange offer and consent solicitation expiration date or the consent deadline, we will make a public announcement of the extension not later than 9:00 a.m., New York City time, on the business day after the previously scheduled exchange offer and consent solicitation expiration date or the consent deadline, as the case may be.

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Q.

How do I tender my existing notes?

A.

Your existing notes held through DTC may be tendered only by book-entry transfer using DTC's ATOP system. See "The Exchange Offer and Consent Solicitation—Procedures for Tendering." If your existing notes are held by a broker, dealer, commercial bank, trust company or other nominee and you wish to tender them in the exchange offer, you should promptly complete the Instruction Letter entitled "Instruction to Registered Holder and/or Book-Entry Transfer Participant from Owner of Existing Notes" that you received with this prospectus and solicitation statement and contact the custodian and instruct the custodian to tender on your behalf. We do not require you to complete the letter of transmittal, but your broker, dealer, commercial bank, trust company or other nominee may require you to do so for its own record keeping purposes.

If your existing notes are held through Euroclear or Clearstream, Luxembourg, you must comply with the procedures established by Euroclear or Clearstream, Luxembourg, as applicable, for tendering your existing notes in the exchange offer. Euroclear and Clearstream, Luxembourg intend to collect from their direct participants (a) instructions to (1) tender existing notes held by them on behalf of their direct participants in the exchange offer, (2) "block" any transfer of existing notes so tendered until the completion of the exchange offer, and (3) debit their account on the settlement date in respect of all existing notes accepted for exchange by us; and (b) irrevocable authorizations to disclose the names of the direct participants and information about the foregoing instructions. Upon the receipt of these instructions, Euroclear and Clearstream, Luxembourg will advise, indirectly, the exchange agent of the amount of existing notes being tendered and other required information. Euroclear and Clearstream, Luxembourg may impose additional deadlines in order to process properly these instructions. As a part of tendering through Euroclear or Clearstream, Luxembourg, you are required to become aware of any such deadlines. Furthermore, in the event that, after tendering your existing notes, you are extended withdrawal rights as provided for herein and you elect to exercise such rights of withdrawal, Euroclear and Clearstream, Luxembourg should be contacted directly and will advise you of the appropriate withdrawal procedures at such time.

IF YOU TENDER YOUR 2006 NOTES PURSUANT TO THE EXCHANGE OFFER, YOU WILL BE DEEMED TO HAVE GIVEN YOUR CONSENT TO THE PROPOSED AMENDMENT WITH RESPECT TO ALL OF THE 2006 NOTES SO TENDERED. YOU MAY NOT CONSENT WITHOUT TENDERING.

Q.

If I tender my existing notes, how will I be notified that you have accepted my existing notes?

A.

Upon the terms and subject to the conditions of the exchange offer, we will accept all existing notes validly tendered and not properly withdrawn prior to the exchange offer expiration date. We will announce our acceptance of the existing notes by issuing a press release promptly after the settlement date.

Q.

If I tendered my existing notes in the previous set of exchange offers, what do I need to do to participate in the current exchange offer or vote on the U.S. prepackaged plan?

A.

THIS PROSPECTUS AND SOLICITATION STATEMENT INCLUDES A NEW EXCHANGE OFFER, CONSENT SOLICITATION AND A U.S. PREPACKAGED BANKRUPTCY PLAN SOLICITATION. Our last set of exchange offers, which were made pursuant to a prospectus dated April 29, 2003, have been terminated and all tendered existing notes have been returned to their original holders. Even if you participated in our last set of exchange offers, if you would like to participate in the new exchange offer or vote to accept or reject the U.S. prepackaged plan, you must complete and mail the relevant transmittal documents and bankruptcy ballots enclosed with this prospectus and solicitation statement.

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Q.

If I decide not to tender my existing notes, how will the exchange offer or the U.S. prepackaged plan affect my existing notes?

A.

In the event all of the conditions to the exchange offer are waived or satisfied and the exchange offer is completed, we intend to repay the 2003 notes that are not tendered in the exchange in cash on the settlement date at par value, plus accrued and unpaid interest to date. Any untendered 2006 notes will remain outstanding but substantially all of the covenants and certain events of default contained in the indenture governing such 2006 notes will be eliminated following the execution of the supplemental indenture with respect thereto. Further, the untendered 2006 notes that remain outstanding will be structurally and effectively subordinated to the new notes because the new notes are secured by the assets of the Company and the guarantors and the payment obligations thereunder are guaranteed by the guarantors. If the exchange offer is not consummated, but the U.S. prepackaged plan is confirmed, all of your existing notes will be deemed cancelled and exchanged for new notes, whether or not you tendered and whether or not you voted to accept the U.S. prepackaged plan.

Q.

What is a U.S. prepackaged bankruptcy plan?

A.

A U.S. bankruptcy plan is known as a "prepackaged plan" when the terms of the plan are negotiated and consented to by each class of creditors whose consent is required in advance of the filing of the bankruptcy case. Using a U.S. prepackaged bankruptcy plan permits a debtor to move more rapidly through the plan approval process and out of the U.S. bankruptcy case because the solicitation of acceptances of the plan occurs prior to filing under Chapter 11 of the U.S. Bankruptcy Code.

Q.

How do I vote on the U.S. prepackaged plan?

A.

With the delivery of this prospectus and solicitation statement, you have received a green ballot related solely to the U.S. prepackaged plan. Your ballot may have been signed or "prevalidated" by your nominee. On the ballot, you should complete Item 1 (if not already completed by your nominee), Item 2, Item 3, and Item 4 (if applicable) and return your ballot in the pre-addressed postage-paid envelope. If the envelope is addressed to your nominee, you should make sure your nominee receives your ballot in time to submit it before the solicitation expiration date of            , 2004.

In order for your ballot to be counted, either you or your nominee must vote to accept (for) or reject (against) the U.S. prepackaged plan in Item 2 of the ballot for all of the existing notes held by you or your nominee. Any ballot that is validly executed, but that does not indicate an acceptance or rejection of the U.S. prepackaged plan (or that indicates both an acceptance and rejection of the U.S. prepackaged plan), will not be counted for the purposes of confirmation of the U.S. prepackaged plan. You should be aware, however, that if the U.S. bankruptcy court ultimately confirms the U.S. prepackaged plan, it will be binding on you whether or not you or your nominee votes.

Q.

If the U.S. prepackaged plan is pursued and a U.S. bankruptcy case is commenced, how do I remain apprised of developments in the U.S. bankruptcy case and how can I be sure that my rights are being protected?

A.

All creditors, including holders of existing notes, can appear and be heard on any issue in the reorganization case. In order to remain apprised of developments relating to the U.S. prepackaged plan, you have the right, upon request, to receive all documents filed in the case. You are encouraged to speak to your own counsel regarding specific issues related to your claims.

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Q.

What votes are needed to approve the U.S. prepackaged plan?

A.

The U.S. prepackaged plan must be approved by holders of at least 66²/3% in aggregate principal amount outstanding of the existing notes who vote on the U.S. prepackaged plan and more than one-half in number of those holders of the existing notes who vote on the U.S. prepackaged plan. Since we have entered into voting agreements with holders of approximately          % in aggregate principal amount of the outstanding existing notes, if the conditions to the exchange offer are not satisfied, we believe (but cannot assure you) we should have sufficient acceptances to permit us to complete the restructuring either through the U.S. prepackaged plan or, if we determine to pursue a prearranged concurso mercantil, through a prearranged concurso mercantil, in each case without requiring the approval of any other holders of the existing notes or any of our other creditors.

Q.

When will the distribution of new notes under the U.S. prepackaged plan take place?

A.

We will exchange the new notes for the existing notes as soon as practicable after the conditions to the consummation of the U.S. prepackaged plan are satisfied, including the condition that the order confirming the U.S. prepackaged plan becomes an order that cannot be appealed.

Q.

If I choose to participate in the exchange offer, must I also vote in favor of the U.S. prepackaged plan, or vice versa?

A.

No. Your decision to participate in the exchange offer is entirely independent of your decision to vote for or against the U.S. prepackaged plan. You can choose to participate in the exchange offer, but not vote on the U.S. prepackaged plan or vote against it. Similarly, you can vote in favor of the U.S. prepackaged plan, but choose not to participate in the exchange offer.

Q.

When will the exchange offer and the U.S. prepackaged plan solicitation expire?

A.

The exchange offer and the U.S. prepackaged plan solicitation will expire 20 business days from and including the date of this prospectus and solicitation statement, or            , 2004, at 11:59 p.m., New York City time, unless we extend the deadline at our sole discretion.

Q.

How will I be notified if the exchange offer is successful, or the Company has received the affirmative votes from a sufficient number of holders and principal amount of existing notes in order to consummate either the U.S. prepackaged plan or the prearranged concurso mercantil?

A.

We will make a public announcement promptly following the expiration of the exchange offer that will include the amount of existing notes tendered by the expiration of the exchange offer and the number of holders and principal amount of existing notes who voted to accept the U.S. prepackaged plan.

Q.

Will I have to pay any fees or commissions?

A.

If you are the record owner of your existing notes and you tender your existing notes in the exchange offer or you vote in the U.S. prepackaged plan, you should not have to pay brokerage fees or similar expenses. If you own your existing notes through a broker or other nominee and your broker tenders or votes your existing notes on your behalf, your broker or nominee may charge you a fee for doing so. You should consult with your broker or nominee to determine whether any charges will apply.

Q.

Until what time can I withdraw previously tendered existing notes, revoke the consent to the proposed amendment, or revoke my vote on the U.S. prepackaged plan?

A.

In the exchange offer, you may not withdraw your existing notes or revoke the consent to the proposed amendment once you have tendered your existing notes, except in the event the Company makes a material amendment to the exchange offer or waives a material condition thereto. Furthermore, under certain circumstances, amending the exchange offer or the U.S.

37

prepackaged plan or waiving a condition thereto will allow holders of existing notes who have entered into voting agreements to be released from their obligations to support the restructuring, and under such circumstances they may withdraw any existing notes that have been tendered by them for exchange and revoke any consents given to the proposed amendment or revoke any vote to accept the U.S. prepackaged plan. In such event the Company has agreed not to oppose any motion to the U.S. bankruptcy court to revoke such consent. These rights afforded to holders of existing notes pursuant to the voting agreements do not extend to those holders who have not entered into voting agreements. If the exchange offer is amended, or a condition is waived, that the Company determines constitutes a material change, the Company will extend the exchange offer to ensure that it remains open for a period sufficient to allow holders the opportunity to consider information relating to such change and to allow them the right to withdraw their tender. Any such amendment or waiver will be announced by 9:00 a.m., New York City time, on the business day following such action through a press release or such other means of announcement as the Company deems appropriate. See "Exchange Offer and Consent Solicitation—Expiration Date; Extensions; Amendments; Terminations."

You may revoke or modify your vote to accept or reject the U.S. prepackaged plan at any time prior to the commencement of the U.S. bankruptcy case. Once a U.S. bankruptcy case is commenced, your vote on the prepackaged plan may only be revoked, changed or modified with the approval of the U.S. bankruptcy court. Your votes in the U.S. prepackaged plan will be binding upon any subsequent owner, purchaser, transferee or holder of your existing notes.

Q.

Who do I contact if I have questions about the exchange offer, the consent solicitation or the U.S. prepackaged plan?

A.

The information agent can help answer your questions. For further copies of this prospectus and solicitation statement and other materials related to the exchange offer or the U.S. prepackaged plan, and for questions regarding the procedures to be followed for tendering your notes or voting on the U.S. prepackaged plan, please contact Innisfree M&A Incorporated, the solicitation agent, at the address and telephone number listed on the back cover of this prospectus and solicitation statement.

Q.

In the event that the restructuring is not completed through the exchange offer or the U.S. prepackaged plan, and the Company elects to commence a prearranged concurso mercantil, what will be the practical differences for the holders of the existing notes?

A.

The restructuring can be completed in a prearranged concurso mercantil with the approval of creditors, recognized by the Mexican court as holders of our unsecured debt, holding a majority of the aggregate amount of our outstanding unsecured indebtedness recognized by the court, rather than the affirmative vote of 66²/3% in principal amount and more than one-half in number of the creditors voting on the plan in respect of the U.S. prepackaged plan, or the higher acceptance levels required in the exchange offer. We have entered into agreements with certain creditors, collectively holding a sufficient amount of our unsecured indebtedness, pursuant to which they have agreed to consent to, and not oppose, the restructuring, which we believe will permit us to accomplish a prearranged concurso mercantil on substantially the same terms as the exchange offer without having to secure the consent of any other creditors, if we commence a prearranged concurso mercantil. However, since we are not able to determine with certainty how many, by number or principal amount, of holders of our existing notes would be recognized creditors or vote in a concurso mercantil proceeding, we cannot assure you that the vote of the holders subject to the voting agreements would be sufficient to complete a prearranged concurso mercantil. A prearranged concurso mercantil will likely take more time to complete than the exchange offer, and there is some uncertainty as to whether we can successfully emerge from such a proceeding due to the fact the LCR is largely untested, especially for large, complex precedings such as those involving a company of our size.

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Q.

What are the principal expected tax consequences of the exchange offer or the U.S. prepackaged plan?

A.

The expected principal tax consequences to United States persons of the exchange offer and of the U.S. prepackaged plan to the extent the terms of the U.S. prepackaged plan are substantially identical to the terms of the exchange offer are:

        (i)    You will be deemed to have exchanged your existing notes for new notes in a taxable exchange on which you may recognize gain or loss.

        (ii)   You will be deemed to hold the new notes with original issue discount and will be required to take the original issue discount into income whether or not you receive actual cash payments.

        (iii)  You will, subject to certain limitations, be entitled to foreign tax credits with respect to Mexican withholding taxes.

        (iv)  Certain payments to you, including the payment of additional notes if you execute voting agreements or consent to the restructuring, will be treated as fee income.

        (v)   If you hold ADSs and the Company becomes a "passive foreign investment company", certain complex and detrimental rules will apply.

Q.

Are any of the expected principal tax consequences subject to substantial uncertainties?

A.

Yes. Because of a lack of clear authority, there is uncertainty as to:

        (i)    whether the exchange of the 2006 notes for the new notes is an exchange;

        (ii)   whether the exchange of the existing notes for new notes is taxable;

        (iii)  whether all of the new notes will be fungible;

        (iv)  how OID is computed on the new notes, including the determination of the date in which notes placed into the escrow are deemed to be issued, whether certain payments should be treated as fees and whether the rules applicable to contingent payment debt instruments or to short term notes apply;

        (v)   the treatment of United States holders that do not participate in the exchange offer.

        As to both the principal tax consequences and the uncertainties to which they are subject, see "Material United States Federal Income Tax Considerations."

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RISK FACTORS

        You should carefully consider the following risk factors, which represent all material risks to our business, as well as other information set forth and incorporated by reference in this prospectus and solicitation statement, prior to deciding whether to participate in the exchange offer and consent solicitation or to vote to accept or reject the U.S. prepackaged plan. Investing in the securities of issuers in emerging market countries such as Mexico involves risks not typically associated with investing in the securities of U.S. companies. To the extent it relates to the Mexican government or Mexican macroeconomic data, the following information has been extracted from official publications of the Mexican government.

Factors relating to the restructuring

If the restructuring is not consumated, we will not be able to pay the principal or interest on the existing notes

        We believe that we are currently not likely to find a source of financing to fund the interest and principal payments due on the existing notes and therefore we will not be able to cure the existing events of default under the indentures governing the existing notes if the restructuring is not consummated. The principal amount of the 2003 notes matured on May 15, 2003, and the events of default under the 2006 notes give holders of such notes the right to accelerate our repayment obligations under such notes. Since we do not have enough funds to repay our obligations on the existing notes, and given the limited market for our assets, restrictions in our existing joint venture agreements on our ability to sell assets and the time required to complete any dispositions, we believe it is likely that each holder of existing notes would incur a significant loss if the restructuring is not consummated. In addition, in our opinion, the recovery that would be received by holders of the existing notes in a liquidation scenario would very likely be materially less than they would receive under the restructuring. See "The U.S. Prepackaged Plan—Liquidation Analysis."

If you do not exchange your 2006 notes and the exchange offer is consummated, your 2006 notes will be effectively and structurally subordinated to the new notes because the new notes will be secured by substantially all of the assets of Grupo TMM and its wholly owned subsidiaries and guaranteed on a senior secured basis by the guarantors

        Each of our wholly owned direct or indirect subsidiaries, including TMM Holdings, will irrevocably and unconditionally guarantee our obligations under the new notes. In addition, in the event that any entity becomes a direct or indirect wholly owned subsidiary after the issuance of the new notes (including as a result of the purchase of additional shares by the Company or another wholly owned subsidiary), that entity will also be required to guarantee the new notes. Furthermore, we and the guarantors will also enter into security agreements, which we refer to collectively as the "security agreements," in connection with issuance of the new notes. Our obligations under the new notes and security agreements and the guarantors' obligations under the guarantees and security agreements will be secured by a first priority security interest in (a) the shares of the stock of our subsidiaries held by us and the guarantors, including the MM Shares owned by TMM Holdings, subject to certain restrictions in our existing joint venture arrangements and certain rights of holders of certificates issued by a trust pursuant to the securitization facility, and (b) all of our and the guarantors' present and future tangible and intangible assets, subject to certain prior existing security arrangements and other specific carve-outs and release and substitution provisions to permit the Company and its subsidiaries to conduct their business in the ordinary course. As a result, if there is a default by us on the new notes, proceeds from the sale or liquidation of the assets of the guarantors, including the assets of TMM Holdings, which consist of its direct and indirect interest in TMM Multimodal and Grupo TFM, would be available to satisfy the claims of the holders of the new notes. These proceeds would not be available to the holders of any untendered existing notes, or to Grupo TMM's other creditors, until the new notes are paid in full. The assets of subsidiaries that are not guarantors (such as TMM Multimodal), however, will be subject to claims by any creditors of such non-guarantor subsidiaries,

40

which claims would be structurally senior to the new notes with respect to the assets of such non-guarantor subsidiaries. For more information, see "The Guarantors and the Security."

If the restructuring is not consummated, we may be subject to an involuntary Mexican or U.S. reorganization related proceeding

        Since we have defaulted on our existing notes, some of our creditors have already taken legal action against us. Some or all of our other creditors may also take legal action against us, including instituting an involuntary concurso mercantil in Mexico or filing an involuntary petition against us in the United States under the U.S. Bankruptcy Code. If we become involved in an involuntary proceeding in Mexico or the U.S., we could not predict the duration thereof or the ability of holders of existing notes to influence the outcome of such proceedings. We are not aware of any company of our size that has successfully completed a restructuring under the LCR, the new Mexican reorganization law, since it was enacted in May 2000. A reorganization proceeding is likely to result in significant changes to our existing obligations, including the existing notes, which could include the cancellation or rescheduling of all or part of those obligations. During the pendency of any such proceeding, our ability to operate or manage our business, to retain employees, to maintain existing or create new customer relationships, to continue to collect payments for our services or to obtain any type of funding or financing would likely be materially adversely affected.

Even if the minimum tender condition for the exchange offer is not met, we believe we are likely to have, or may receive, sufficient votes from holders who have entered into voting agreements to accept the U.S. prepackaged plan, and holders of the existing notes who voted against or did not vote on the U.S. prepackaged plan will be bound by the terms of the U.S. prepackaged plan, if confirmed and consummated

        Even if less than 98% of the aggregate outstanding principal amount of the 2003 notes and less than 95% of the aggregate outstanding principal amount of the 2006 notes are tendered by holders in the exchange offer, we may receive sufficient votes to consummate the U.S. prepackaged plan. In order to consummate the U.S. prepackaged plan, we must receive affirmative votes to accept the U.S. prepackaged plan from at least two-thirds of the outstanding principal amount of existing notes that vote on the U.S. prepackaged plan and from more than one-half of the number of holders of existing notes that vote on the U.S. prepackaged plan. We do not expect all of the holders of our existing notes to vote on the U.S. prepackaged plan. Therefore, a relatively small number of the holders of existing notes may potentially bind all of the holders of existing notes to the U.S. prepackaged plan, since the vote required to approve the U.S. prepackaged plan is significantly less than the minimum tender condition in the exchange offer in respect of the existing notes, and since the vote is based solely on the actual number of votes for or against the U.S. prepackaged plan and not the total principal amount of existing notes outstanding that are affected by the plan. We have entered into voting agreements with sufficient holders of the existing notes that we believe that, if the conditions to the exchange offer are not satisfied, we should have sufficient acceptances to permit us to complete the restructuring either through the U.S. prepackaged plan or, if we determine to pursue a prearranged concurso mercantil, through a prearranged concurso mercantil, in each case without requiring the approval of any other holders of the existing notes or any of our other creditors. The U.S. prepackaged plan, if confirmed and consummated, will bind all holders of existing notes, regardless of whether or how they voted with respect to the U.S. prepackaged plan or whether or not they participated in the exchange offer.

If you do not exchange your 2006 notes and the exchange offer and consent solicitation is consummated, the restrictions under the covenants contained in the indenture governing your 2006 notes will be eliminated or substantially diminished

        If the exchange offer is consummated and the proposed amendment to the indenture governing the 2006 notes becomes effective, 2006 notes not exchanged pursuant to the exchange offer will no

41

longer be entitled to the benefit of substantially all of the restrictive covenants and certain events of default contained in the indenture currently governing the 2006 notes. The proposed amendment to the indenture would, among other things, eliminate:

•

all of the covenants imposing limitations on incurring indebtedness, making certain investments, granting liens, paying dividends, entering into transactions with affiliates, undertaking certain mergers, consolidations or asset sales, and creating restrictions on the ability of our subsidiaries to loan or dividend funds to us;



•

the obligation of the Company to repurchase 2006 notes at the option of the holders in the event of a change of control or with the proceeds from certain asset sales; and



•

events of default related to our non-compliance with such covenants, cross-defaults, including provisions that would result in a default if there is a default or event of default with respect to the new notes, adverse judgments in excess of $10 million, and certain bankruptcy events.

        The modification of the restrictive covenants would permit us, absent the existence of similar covenants under other indebtedness (such as the new notes), to take actions that could increase the credit risks, with respect to us and our subsidiaries, faced by the holders of the 2006 notes or that could otherwise be adverse to the interests of the holders of the 2006 notes. See "The Proposed Amendment." This would apply to any 2006 notes that remain outstanding after the exchange offer, even if you do not consent to the proposed amendment.

If you do not exchange your 2006 notes and the exchange offer is consummated, there may be a smaller public trading market for your 2006 notes and the market price of your 2006 notes may decline

        There currently is a limited trading market for the existing notes. To the extent the exchange offer is consummated, the trading and the liquidity of the market for any 2006 notes that remain outstanding following the exchange offer are likely to be significantly more limited. Although it is not possible to predict the effect of any particular factor on the market price of any untendered 2006 notes that remain outstanding following consummation of the exchange offer, we believe the significantly smaller market for such notes and the corresponding loss of liquidity could have a significant negative impact on the market price of any untendered 2006 notes. A debt security with a smaller outstanding principal amount available for trading, or a smaller "float," may command a lower price than would a comparable debt security with a larger float. Therefore, following consummation of the exchange offer, the market price for the 2006 notes may decline along with the float. The reduced float also may tend to make the trading price more volatile. Holders of untendered 2006 notes may attempt to obtain quotations for the 2006 notes from their brokers. However, following consummation of the exchange offer, quotations may be difficult to obtain.

Mexican reorganization laws may not be as favorable to you as U.S. insolvency and bankruptcy laws

        The current Mexican reorganization law, or LCR, was enacted in May 2000 and is largely untested. It provides for two different proceedings: conciliation (conciliación) and bankruptcy/liquidation (quiebra). The conciliation phase lasts up to 185 days, absent protracted litigation, which could substantially lengthen this period. This initial term is subject to two possible 90-day extension periods. The first 90-day extension period requires the filing of a request by the conciliator and the recognized creditors holding at least two-thirds of the total amount of recognized debt. The second 90-day extension period requires the filing of a request by the Company and 90% of the recognized creditors. However, the conciliation stage cannot exceed 365 days from the date of the last publication of the declaration of reorganization. In contrast, there is no outside limit set on proceedings under the U.S. Bankruptcy Code.

        The objective of the conciliation phase is to reach an agreement between the debtor and its creditors to restructure the indebtedness of the debtor which agreement must be approved by holders of a majority in aggregate amount of the debtor's recognized outstanding unsecured indebtedness, on

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an aggregate basis. Under the U.S. Bankruptcy Code, the beneficial holders of securities, such as the existing notes, are considered to be the holders of the claims against a debtor and are entitled to vote to accept or reject a plan of reorganization. Mexican law, as an initial matter, recognizes only the registered holders as creditors. In order to be recognized as a holder, each beneficial holder, such as the beneficial holders of the existing notes, bears the additional burdens of having to (i) individually prove its status as a holder to the Mexican court with documentary evidence establishing that it is a holder and (ii) in order to appear before the court, grant a power of attorney to a representative approved by the appropriate governmental authority. For the restructuring to be approved in a conciliación, (i) creditors, recognized by the Mexican court as holders of our unsecured debt, holding a majority in aggregate amount of our outstanding unsecured indebtedness recognized by the court (not just the holders of our existing notes) must vote to approve the agreement and (ii) more than one-half in number of creditors, recognized by the Mexican court as holders of our unsecured debt, holding our outstanding unsecured indebtedness recognized by the court must not veto the agreement. Under the U.S. Bankruptcy Code, unsecured claims may be separated into classes, and only those classes whose rights are impaired by the proposed plan of reorganization are entitled to vote to accept or reject the proposed plan. Since the holders of the existing notes constitute the only impaired class under the U.S. prepackaged plan, only holders of the existing notes are entitled to vote to accept or reject the U.S. prepackaged plan; therefore, the U.S. prepackaged plan can be accepted by the vote of the holders of the existing notes only, without regard to other holders of claims.

        Under the LCR, if the conciliation phase does not result in agreement, the bankruptcy/liquidation phase commences. The bankruptcy/liquidation (quiebra) phase does not have a specific term within which it must be concluded. It is expected that both proceedings are likely to require significantly more time and be significantly more unpredictable than a prepackaged reorganization proceeding under U.S. bankruptcy laws.

        We believe that a prepackaged Chapter 11 case would take less time to complete than a prearranged concurso mercantil because of a number of factors. First, in the prepackaged Chapter 11 case the solicitation of votes would be complete, and there would not be any uncertainty concerning whether an agreement as to the terms of a reorganization plan could be reached with sufficient creditors. In addition, because the U.S. Bankruptcy Code has been in force for a number of years and has a well established body of legal precedents, there is less uncertainty regarding a number of issues that may arise in any proceeding thereunder.

        In addition, unlike the LCR, the U.S. Bankruptcy Code does not mandate a liquidation and sale of our assets in the event that we fail to consummate the restructuring through the U.S. prepackaged plan. If the U.S. bankruptcy court concludes that the U.S. prepackaged plan does not meet the requirements for confirmation or deems the solicitation of acceptances to be inadequate, we may nevertheless continue our reorganization case while modifications are made to the U.S. prepackaged plan and a resolicitation of votes on the modified plan is subsequently conducted. In contrast, upon the expiration of the conciliation phase in a concurso mercantil, we would be forced to liquidate and sell our assets, which sale we believe would yield less than what could be obtained in a sale outside of liquidation and, as a result, preclude the satisfaction of all of our obligations to you.

        If we were to be declared subject to reorganization under the LCR, you would have to file a claim in Spanish against our estate in Federal District Court in Mexico. Upon the court's recognition of you as a creditor of ours, which will require documentary evidence, your claim would be unsecured and ranked with equal right to payment with all other unsecured claims filed against our estate, not just the claims of other holders of existing notes. See "The Mexican Law of Commercial Reorganizations" for more information about the LCR.

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Both holders participating and holders not participating in the exchange offer may be subject to material United States federal income tax consequences

        Holders participating in the exchange offer will likely, and holders of 2006 notes not participating may, be treated as having exchanged their existing notes for new notes for United States federal income tax purposes, in which case such holders would likely recognize gain or loss. If a holder's existing notes are treated as exchanged for new notes such holder will be treated as holding notes with original issue discount for United States federal income tax purposes. If so, a holder may be required to include the original issue discount in its gross income for United States federal income tax purposes in advance of the receipt of cash or other payments on the new notes. Furthermore, certain United States federal income tax rules applicable to "contingent payment debt instruments" may apply to the new notes, in which case application of the original issue discount rules could have a further adverse impact on United States holders.

        Certain amounts received by holders may be treated as a fee as to which the holders may recognize ordinary income in accordance with their method of accounting. In addition, under certain circumstances, the new notes issued in exchange for the 2003 notes, the new notes issued in exchange for the 2006 notes and the additional new notes may have different tax characteristics and therefore may not be fungible. This could limit the liquidity of the new notes. If the 2003 notes are treated as being exchanged for new notes, as is likely, but the 2006 notes are not treated as being exchanged for new notes, the new notes issued in exchange for the 2003 notes and the 2006 notes would not be fungible. In addition, if the additional new notes being placed in escrow for distribution to certain holders on the settlement date or the outside date are treated as issued when they are placed in escrow rather than when they are distributed from escrow, the new notes and these additional new notes may not be fungible. Finally, if you receive ADSs and the Company is or becomes a "passive foreign investment company," highly complex and detrimental rules may apply. Thus, both holders who participate and those who do not participate in the exchange offer may have adverse United States federal income tax consequences.

        We note that there is uncertainty as to the tax consequences described above and that this paragraph summarizes possible risks. Based on opinions of Counsel, the Company will treat holders participating in the exchange as having exchanged their existing notes for new notes in a taxable exchange, but will not similarly treat persons not participating in the exchange; it will treat the rules on "contingent payment debt instruments" as not applicable; it will treat certain amounts received by holders as ordinary income; and it will treat all the notes as fungible. These risks represent areas in which the law is uncertain. For a fuller explanation of the tax consequences and the degree to which they are uncertain, see "Material United States Federal Income Tax Considerations."

We may purchase or repay any existing notes not tendered in the exchange offer on terms that could be more favorable to holders of existing notes than the terms of the exchange offer

        Subject to applicable law, we may, at any time, purchase existing notes in the open market, in privately negotiated transactions, through subsequent tender or exchange offers or otherwise. Any other purchases may be made on the same terms or on terms which are more or less favorable to holders than the terms of this exchange offer. We also reserve the right to repay any existing notes not tendered. Should we decide to repurchase or repay existing notes that are not tendered in the exchange offer on terms that are more favorable than the terms of the exchange offer, those holders of existing notes who decided not to participate in the exchange offer would be better off than those that participated in the exchange offer. However, if a U.S. bankruptcy case or a concurso mercantil is commenced, including for purposes of effectuating the restructuring, we would be precluded from repurchasing any of the existing notes.

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Factors relating to the U.S. prepackaged plan

The U.S. prepackaged plan may have a material adverse effect on our operations

        The U.S. prepackaged plan solicitation or any subsequent commencement of a U.S. bankruptcy case could adversely affect the relationships between us and our customers, employees, contract parties, and others. There is a risk, due to uncertainty about our future, that:

•

customers could seek alternative sources of service from our competitors;



•

employees could be distracted from performance of their duties or more easily attracted to other career opportunities; and



•

parties with whom we have contractual relationships could terminate their relationship with us or require financial assurances or enhanced performance.

        In general, the "automatic stay" imposed as a result of the commencement of a U.S. bankruptcy case would prevent those persons or companies over which the U.S. bankruptcy court has jurisdiction from terminating their contracts with us after we have filed the U.S. bankruptcy case, although the automatic stay would not affect contracts which otherwise terminate according to their terms for reasons other than the bankruptcy filing itself. However, many of our customers are Mexican companies and may not have sufficient assets or presence in the U.S. for a U.S. bankruptcy court to enforce the automatic stay preventing our customers or third parties with whom we have contractual relationships from terminating their contracts with us.

        Additionally, bankruptcy cases are likely to be viewed more negatively in Mexico than in the U.S. primarily because very few companies of a significant size have successfully emerged from a Mexican reorganization proceeding. During the pendency of the U.S. bankruptcy case and after the U.S. prepackaged plan is confirmed and consummated, there could be a negative perception associated with conducting business with us or purchasing our services. If we experience such a perception, it could adversely affect our ability to operate our business and to repay the new notes. These factors could also adversely affect our ability to reorganize successfully if the negative perceptions relating to the Chapter 11 filing materially affect our operational performance in an adverse way.

Even if the requisite number and amount of holders of existing notes vote to accept the U.S. prepackaged plan, the U.S. bankruptcy case may not be commenced or the U.S. prepackaged plan may not become effective, or the U.S. bankruptcy case may be dismissed

        If conditions to the exchange offer are not met or waived by us, but the conditions to the U.S. prepackaged plan are met, we are obligated, pursuant to the terms of the voting agreements, to pursue either the U.S. prepackaged plan or the prearranged concurso mercantil proceeding under the laws of Mexico. If we pursue the U.S. prepackaged plan, the U.S. bankruptcy court may dismiss the case or otherwise decide to abstain from hearing the case on jurisdictional grounds. In addition, the confirmation and effectiveness of the U.S. prepackaged plan are subject to certain conditions and requirements that may not be satisfied, and the U.S. bankruptcy court may conclude that the requirements for confirmation and effectiveness of the U.S. prepackaged plan have not been satisfied. See "The U.S. Prepackaged Plan—Conditions to confirmation."

Even if the requisite number and amount of holders of existing notes vote to accept the U.S. prepackaged plan and a U.S. bankruptcy case is commenced, creditors who are not subject to the jurisdiction of a U.S. court may try to force us into an involuntary concurso mercantil proceeding

        If we meet the conditions for an involuntary concurso mercantil proceeding, a creditor who is not a U.S. citizen and who does not have a significant presence or significant assets in the U.S. may attempt to force us into an involuntary concurso mercantil proceeding, during a U.S. bankruptcy case. Were that to occur, we may be unable to prevent a Mexican court from forcing us into in an involuntary concurso mercantil. We cannot predict the duration or outcome of an involuntary concurso mercantil proceeding,

45

or our or your ability to influence the outcome of such proceeding. See "Risk Factors—Factors relating to the restructuring—If the restructuring is not consummated, we may be subject to an involuntary Mexican or U.S. reorganization related proceeding."

After the consummation of the U.S. prepackaged plan, creditors who are not subject to the jurisdiction of a U.S. court and who do not participate in the U.S. bankruptcy case may attempt to bring a commercial action against us in a Mexican court for the full payment of principal and interest of their extinguished existing notes

        The consummation of the U.S. prepackaged plan will extinguish all of our obligations and liabilities with regard to the existing notes. A holder of existing notes who claims that he is not, or that his assets are not, subject to the jurisdiction of a U.S. court and who does not participate in the U.S. bankruptcy case could seek to bring a commercial action against us in a Mexican court for the full payment of principal and interest on their extinguished notes at any time. We would vigorously contest any such action, as, among other things, we believe that the U.S. bankruptcy court has sufficient jurisdiction over the Company and the holders of the existing notes. Moreover, the existing notes are governed by New York law, and any court that applies New York law and gives effect to the consummated U.S. bankruptcy case should not enforce any of our obligations and liabilities with regard to the existing notes. However, as a result of Mexican public policy considerations, a Mexican court may choose not to apply New York law to give effect to the consummated U.S. bankruptcy case, and therefore a Mexican court may choose to enforce our extinguished obligations and liabilities with regard to the existing notes. If this were to occur, we could be required to pay those holders who successfully bring an action against us in a Mexican court the accrued and unpaid interest on and principal amount of their extinguished existing notes. At this time we are unable to predict which holders of existing notes would not be subject to the jurisdiction of a U.S. court and who might not participate in the U.S. prepackaged plan, or the principal amount of existing notes held by such holders. Therefore, we cannot estimate this potential liability.

The U.S. bankruptcy court may conclude that the U.S. prepackaged plan does not meet the requirements for confirmation and may require modification of the U.S. prepackaged plan

        It is possible that the U.S. prepackaged plan may not be confirmed by the U.S. bankruptcy court. See "The U.S. Prepackaged Plan—Confirmation of the U.S. prepackaged plan." Section 1129 of the U.S. Bankruptcy Code, which sets forth the requirements for confirmation of a plan of reorganization, requires, among other things, a finding by the U.S. bankruptcy court that the plan is "feasible," that all claims and interests have been classified in compliance with the provisions of Section 1122 of the U.S. Bankruptcy Code, and that, under the plan, each holder of a claim or interest within each impaired class either accepts the plan or receives or retains cash or property of a value, as of the date the plan becomes effective, that is not less than the value such holder would receive or retain if the debtor were liquidated under Chapter 7 of the U.S. Bankruptcy Code. A U.S. bankruptcy court may conclude that the feasibility test and/or other requirements of Section 1129 of the U.S. Bankruptcy Code have not been met with respect to the U.S. prepackaged plan and thus deny confirmation of the plan. If the U.S. prepackaged plan is filed, modifications to the plan may be required for confirmation, and such modifications may require a resolicitation of votes on the U.S. prepackaged plan. See "The U.S. Prepackaged Plan."

An adverse judgment in legal proceedings related to the Mexican government's put option may cause the U.S. bankruptcy court to find that the U.S. prepackaged plan does not meet the feasibility requirement for confirmation of the U.S. prepackaged plan

        The Mexican government retained a 20% interest in TFM in connection with the privatization of TFM in 1997. Pursuant to the original agreements relating to the concession, the Mexican government has a put option which, upon exercise, would require Grupo TFM to purchase the Mexican government's interest at the original peso purchase price per share paid by Grupo TFM, indexed to

46

account for Mexican inflation, which price was an estimated $469.4 million as of December 31, 2003. The estimated fair market value of the government's interest as of December 31, 2003 was $475.6. See "Operating and Financial Review and Prospects—The Mexican Government's Put Option." In the event the Mexican government properly exercises this put right and Grupo TFM fails to pay the purchase price, then Grupo TMM and KCS, individually and jointly, could be required to purchase the Mexican government's interest in Group TFM. We believe that the Mexican government has not fulfilled the prescribed steps required to exercise its put rights, and Grupo TFM is presently litigating whether the Mexican government may, in fact, exercise such rights. We believe that Grupo TFM will prevail in its ongoing legal proceedings concerning the Mexican government's put rights. Therefore we have assumed, in connection with the U.S. prepackaged plan, that there will not be any amount due to the Mexican government for the payment of any claims arising in connection with the Mexican government's put option, as general unsecured claims or otherwise. See "The U.S. Prepackaged Plan—Summary of distributions under the U.S. prepackaged plan—Treatment of Classified Claims—Class 5-General Unsecured Claims." However, in the event an adverse judgment against Grupo TFM is rendered in such legal proceedings, following the exercise by the Mexican government of its put rights, Grupo TFM, and possibly Grupo TMM, would be contractually obligated to pay the purchase price for the Mexican government's interest in Grupo TFM. In those circumstances, our ability to meet our commitments under the U.S. prepackaged plan may be compromised, the U.S. bankruptcy court may find that the feasibility test of Section 1129 of the U.S. Bankruptcy Code has not been met with respect to the U.S. prepackaged plan, and thus deny its confirmation.

The U.S. bankruptcy court may find the solicitation of acceptances inadequate

        Usually, a U.S. plan of reorganization is filed and votes to accept or reject the plan are solicited after the filing of a petition commencing a U.S. bankruptcy case and after approval of a disclosure statement by the bankruptcy court that describes the plan which is submitted to creditors for a vote. Nevertheless, a debtor may solicit votes prior to the commencement of a U.S. bankruptcy case in accordance with Section 1126(b) of the U.S. Bankruptcy Code and Bankruptcy Rule 3018(b). Section 1126(b) of the U.S. Bankruptcy Code and Bankruptcy Rule 3018(b) require that:

•

the plan of reorganization be transmitted to substantially all creditors and other interest holders entitled to vote;



•

the time prescribed for voting is not unreasonably short; and



•

the solicitation of votes is in compliance with any applicable nonbankruptcy law, rule or regulation governing the adequacy of disclosure in such solicitation or, if no such law, rule or regulation exists, votes be solicited only after the disclosure of "adequate information."

        Section 1125(a)(1) of the U.S. Bankruptcy Code describes adequate information as information of a kind and in sufficient detail as would enable a hypothetical reasonable investor typical of holders of claims and interests to make an informed judgment about the plan. With regard to solicitation of votes prior to the commencement of a U.S. bankruptcy case, if the U.S. bankruptcy court concludes that the requirements of Section 1126(b) or Bankruptcy Rule 3018(b) have not been met, then the U.S. bankruptcy court could deem such votes invalid, whereupon the U.S. prepackaged plan could not be confirmed without a resolicitation of votes to accept or reject the U.S. prepackaged plan. We cannot guarantee that the U.S. bankruptcy court will conclude that the requirements of Section 1126(b) of the U.S. Bankruptcy Code and Bankruptcy Rule 3018(b) will be met.

The distribution of new notes in the U.S. prepackaged plan will take a longer period of time than it would take in the exchange offer

        If we file a U.S. bankruptcy case and the U.S. prepackaged plan is confirmed, the distribution of new notes to be made pursuant to the U.S. prepackaged plan will not occur until after confirmation of the U.S. prepackaged plan by the U.S. bankruptcy court and consummation of the U.S. prepackaged

47

plan (or the first business day on which all conditions to the consummation of the U.S. prepackaged plan are satisfied or waived in accordance with the terms of the U.S. prepackaged plan). We estimate that the process of obtaining confirmation of the U.S. prepackaged plan will last approximately 45 days from the date of the commencement of our U.S. bankruptcy case, although some prepackaged cases have been confirmed in less than 35 days, and this period could be significantly longer. The distribution will be delayed for a minimum of 10 days following the entry of an order confirming the plan to permit the appeals period to run and may be delayed for a substantially longer period. In addition, an appeal of the confirmation order could be filed, which could delay distributions significantly. In contrast, if the exchange offer is consummated, we will issue the new notes and additional new notes issued in payment of the consent fee on the settlement date, which will be the third business day after the expiration date, or as soon thereafter as practicable.

Our future operations and financial performance may vary materially from our financial projections

        We have prepared the financial projections contained in this prospectus and solicitation statement to satisfy the "feasibility test" of Section 1129 of the U.S. Bankruptcy Code. See "The U.S. Prepackaged Plan—Confirmation of the U.S. prepackaged plan—Feasibility of the U.S. prepackaged plan." These projections are based upon a number of assumptions and estimates, including that the restructuring will be implemented in accordance with its current terms.

        Financial projections are necessarily speculative in nature and one or more of the assumptions and estimates underlying these projections may prove not to be valid. The assumptions and estimates underlying these projections are inherently uncertain and are subject to significant business, economic and competitive risks and uncertainties, many of which are beyond our control. See "Risk Factors—Factors relating to Grupo TMM." For example, we have little or no control over macroeconomic factors such as exchange rates, inflation rates, and GDP growth rates for the Mexican and global economies. Accordingly, our financial condition and results of operations following the exchange offer or the U.S. prepackaged plan may vary significantly from those set forth in the financial projections. Moreover, projecting financial results many years into the future is inherently difficult because all of the potential contingencies cannot be anticipated. Consequently, the financial projections should not be regarded as a representation by us, our advisors or any other person that the projections will be achieved. Holders are cautioned not to place undue reliance on the financial projections. See "Summary—Summary Consolidated Historical Financial Data."

The distribution of new notes to holders of existing notes pursuant to the U.S. prepackaged bankruptcy plan may result in material United States federal income tax consequences.

        If the terms of the exchange of existing notes for new notes pursuant to the U.S. prepackaged plan approved by the U.S. bankruptcy court are substantially identical to the terms of the exchange offer, the tax consequences will be the same as those described above for the exchange offer. Holders of existing notes will likely be treated as having exchanged their existing notes for new notes for United States federal income tax purposes in a taxable exchange and would be likely to recognize gain or loss. Such holder will be treated as holding notes with original issue discount for United States federal income tax purposes and may be required to include the original issue discount in gross income for United States federal income tax purposes in advance of the receipt of cash or other payments on the new notes. Furthermore, certain United States federal income tax rules applicable to "contingent payment debt instruments" may apply to the new notes, in which case application of the original issue discount rules could have a further adverse impact on United States holders.

        Certain amounts received by holders may be treated as a fee for which the holders may recognize ordinary income in accordance with their method of accounting. In addition, under certain circumstances, the new notes issued in exchange for existing notes may not all be fungible. This could limit the liquidity of the new notes. If the 2003 notes are treated as being exchanged for new notes, as is likely, but the 2006 notes are not treated as being exchanged for new notes, the new notes issued in

48

exchange for the 2003 notes and the 2006 notes would not be fungible. If you receive ADSs and the Company is or becomes a "passive foreign investment company," highly complex and detrimental rules may apply.

        Note that there is uncertainty as to some of the tax consequences described above. Based on opinions of Counsel, the Company will treat holders receiving new notes in the prepackaged plan as having exchanged their existing notes for new notes in a taxable exchange; will treat the rules on "contingent payment debt instruments" as not applicable; will treat certain amounts received by holders as ordinary income; and will treat all the notes as fungible. However, these results are all uncertain.

Factors relating to the new notes

There is no active trading market for the new notes

        The new notes are new securities and therefore do not currently have an active trading market. If the new notes are traded after their initial issuance, they may trade at a discount from their nominal price, depending upon prevailing interest rates, the market for similar securities, general economic conditions and our financial condition. We do not intend to apply to list the new notes on any exchange. As a result, we cannot assure you that an active trading market will develop for the new notes or that the market for the new notes will provide any liquidity for holders that wish to sell their new notes.

The ability of holders of existing notes who have entered into voting agreements to transfer new notes will initially be subject to securities law restrictions on transfer

        The new notes to be issued to the holders of existing notes who have entered into voting agreements will not initially be registered under the Securities Act or any state securities laws. As a result, the new notes may not be offered, sold or otherwise transferred by holders of existing notes who have entered into voting agreements, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws, or pursuant to an effective registration statement.

        Upon consummation of the exchange offer, we will enter into a registration rights agreement pursuant to which we will be obligated to file a registration statement with the SEC and complete a registered exchange offer of registered notes with substantially the same terms as the new notes for the unregistered new notes initially issued to the holders of existing notes who have entered into voting agreements. Although following the consummation of such a registered exchange offer holders of existing notes who have entered into voting agreements would be able to freely transfer their registered notes, we cannot assure you that such a registration will be completed within the time periods established in the registration rights agreement. See "Description of the New Notes—Registered Exchange Offer; Registration Rights."

We may not be able to finance a change of control offer

        Under the terms of the indenture governing the new notes, we will be required to offer to repurchase all of the new notes if a change of control (as defined under "Description of the New Notes—Offer to Purchase Upon a Change of Control") occurs. However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase. Other financing arrangements to which we and our subsidiaries are or may become a party may also require that we repay, or offer to repurchase, other obligations upon a change of control. In addition, other agreements to which we and our subsidiaries are subject, including other financing arrangements, may contain provisions that prohibit us from making such a repurchase. Therefore, there can be no assurance that we would be permitted to consummate such a repurchase were a change of control to occur.

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We are primarily a holding company and we depend upon funds received from our operating subsidiaries to make payments on our indebtedness

        We are primarily a holding company and conduct the majority of our operations, and hold a substantial portion of our operating assets, through numerous direct and indirect subsidiaries. As a result, we rely on income from dividends and fees related to administrative services provided to our operating subsidiaries for our operating income, including the funds necessary to service our indebtedness.

        As a matter of Mexican law, profits of our subsidiaries may only be distributed upon approval by the subsidiaries' shareholders of their financial information, and no profits may be distributed by our subsidiaries to us until all losses incurred in prior fiscal years have been offset against any sub-account of our capital or net worth account. In addition, at least 5% of profits must be separated to create a reserve (fondo de reserva) until such reserve is equal to 20% of the aggregate value of such subsidiary's capital stock (as calculated based on the actual nominal subscription price received by such subsidiary for all issued shares that are outstanding at the time).

        There is no restriction under Mexican law upon our subsidiaries remitting funds to us in the form of loans or advances in the ordinary course of business, except to the extent that such loans or advances would result in the insolvency of our subsidiaries, or for our subsidiaries to pay to us fees or other amounts for services.

        In addition, the indentures governing TFM's notes restrict TFM's ability to pay dividends under certain circumstances and limit the dividends payable to an accrued maximum aggregate amount or "basket" based on Grupo TFM's accumulated consolidated net income after a specified date. Furthermore, we do not own 100% of all of our subsidiaries and, to the extent that we rely on dividends or other distributions from subsidiaries that we do not wholly own, we will only be entitled to a pro rata share of the dividends or other distributions. In May 2002, TFM completed a consent solicitation of holders of its notes as a result of which the indentures were amended to, among other things, further restrict TFM's ability to pay dividends. There is currently no availability under TFM's dividend basket to incur indebtedness or pay dividends. Consequently, it is unlikely that TFM and our other subsidiaries will provide us with funds necessary to service our debt obligations.

        In addition to operations at our subsidiaries, we are a party to a number of arrangements with other parties where we and those parties have jointly invested in our subsidiaries and we may enter into other similar arrangements in the future. Our partners in these subsidiaries may at any time have economic, business or legal interests or goals that are inconsistent with our interests or those of the entity itself. Any of these partners may also be unable to meet their economic or other obligations to the subsidiaries, and we may be required to fulfill those obligations. Furthermore, any dividends that are distributed from subsidiaries that we do not wholly own would be shared pro rata with our partners according to our relative ownership interests. Disagreements for these or any other reasons with companies with which we have a strategic alliance or relationship could impair or adversely affect our ability to conduct our business and to receive distributions from, and return on our investments in, those subsidiaries. In December 2001, a dispute arose between us and KCS, resulting from a dividend declaration by Grupo TFM and a lease transaction between TFM and Mexrail, Inc. ("Mexrail"). Although we settled the dispute, both we and KCS preserved our respective interpretations of the operative agreements governing our investment in Grupo TFM. In addition, in connection with the dispute with KCS regarding the termination of the agreement for the TFM Sale, KCS has commenced numerous legal proceedings against us and our officers in Mexico seeking, among other things, to nullify actions taken at board meetings of Grupo TFM and TFM. It is possible that similar or other disputes may arise with respect to other matters relating to Grupo TFM. See "Legal Proceedings" for a more detailed description of disputes.

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A portion of the security for the new notes is subject to rights of first refusal or other restriction on transfer

        Some of the shares which are owned by the guarantors which are part of the security for the obligations under the new notes and the guarantees are subject to rights of first refusal or other rights in favor of third parties. Our ability to sell such shares upon foreclosure could be adversely affected if bidders prove to be unwilling to make an offer to purchase such shares due to the existence of such rights in favor of third parties.

The shares of our direct and indirect subsidiaries may be difficult to sell in the event the Company cannot fulfill its obligations with respect to the new notes, or the guarantors are called upon to satisfy their guarantees of the new notes

        There is no public market for the shares of our and our guarantors' subsidiaries, including TFM, Grupo TFM, TMM Multimodal or TMM Holdings, and the shares of these entities cannot be easily liquidated. Accordingly, the number of potential purchasers of such shares is very limited, and may include competitors of the Company. In the event that the holders seek to foreclose on the shares that the Company or the guarantors have pledged under the security agreements, there can be no assurance that such foreclosure would be able to generate sufficient funds to pay the new notes in full, or that any sale would not be delayed, possibly for a long period of time. Furthermore, certain shareholder agreements and other contracts relating to the shares of our and our guarantors' subsidiaries contain significant restrictions on the sale of those shares, including, with respect to Grupo TFM, our agreement not to sell those shares to a competitor of the Company or KCS. In addition, existing foreign investment restrictions, as well as Mexican antitrust law and the governing concession, could also significantly limit the number of potential purchasers for the shares of our and our guarantors' subsidiaries, and could thus negatively impact our ability to sell such shares. See "The Company—Grupo TMM's Strategic Partners."

Mexican law and regulations may impair your ability to enforce in Mexico certain rights in connection with the new notes

        Under Mexican law, as our creditors, your rights are limited in the following ways:

•

service of process by mail does not constitute effective service under Mexican law, and if a final judgment based on service of process by mail was made outside of Mexico, it would not be enforceable in Mexico;



•

any judgments as a result of enforcement proceedings in Mexico would be payable in pesos; and



•

payment of obligations under the existing notes or the new notes may depend on the outcome of a reorganization proceeding, which may be very lengthy.

If we are declared subject to reorganization under Mexican law, you may find it difficult to collect payment on the new notes

        If we are subject to a reorganization proceeding in a Mexican court, our obligations under the new notes:

•

would be converted into pesos at the exchange rate prevailing at the time of a declaration of reorganization and from pesos into accounting units linked to the peso and the inflation rate in Mexico, or UDIs, at the exchange rate prevailing at that time; and



•

would be dependent upon the outcome of the reorganization proceeding and payment, if any, would occur at the time claims of all of our unsecured creditors are satisfied if and to the extent funds are sufficient.

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You may not be able to receive your payments on the new notes in U.S. dollars in certain circumstances

        We are required to make payments of amounts owed under the new notes and the guarantees in U.S. dollars. However, under the Mexican Monetary Law (Ley Monetaria de los Estados Unidos Mexicanos), obligations to make payments in Mexico in foreign currency may be discharged in pesos at the rate of exchange for pesos prevailing at the time and place of payment. Although we are contractually required, and intend, to make all payments of amounts owed under the new notes and the guarantees in U.S. dollars, we are legally entitled to pay in pesos if payment on the new notes or the guarantees is sought in Mexico (through the enforcement of a non-Mexican judgment or otherwise). In the event that we make payment in pesos, you may experience a U.S. dollar shortfall when converting the pesos to U.S. dollars.

The indenture for the new notes restricts our ability to take certain actions

        The indenture for the new notes imposes significant operating and financial restrictions. These restrictions affect, and in many respects significantly limit or prohibit, our ability and the ability of our restricted subsidiaries to, among other things:

•

incur indebtedness;



•

create or suffer to exist liens;



•

make prepayments of particular indebtedness;



•

pay dividends;



•

make investments;



•

engage in transactions with shareholders or affiliates;



•

use assets as security in other transactions;



•

create any unrestricted subsidiary;



•

sell assets; and



•

engage in mergers and consolidations or in sale-leaseback transactions.

        Moreover, the indenture governing the new notes, which in other respects contains covenants that are substantially similar to those imposed by the indenture governing the 2006 notes, contains covenants that are generally more restrictive than the indenture governing the 2006 notes with respect to debt incurrence, dividends, and asset sales. For a more detailed comparison of the covenants of the existing notes and the covenants of the new notes, see "Comparison of Material Differences Among the 2003 Notes, the 2006 Notes and the New Notes."

        If we do not comply with these restrictions, a default could occur even if we could at that time pay the amounts required under the new notes. If there were a default, the holders of new notes could demand immediate payment of the new notes. Should that occur, we might not be able to pay or refinance the new notes on acceptable terms.

Factors relating to Grupo TMM

Our dispute with Kansas City Southern could result in a material adverse effect on our business

        We are currently involved in a dispute with KCS regarding the Acquisition Agreement (the "Acquisition Agreement") executed by us and KCS on April 20, 2003 relating to the TFM Sale. Under the terms of the Acquisition Agreement, KCS was to purchase our interest in Grupo TFM in exchange for cash, shares of KCS and an additional cash earnout payment which was contingent on the timing of certain events, such as receipt of the VAT Proceeds and repurchase of the shares of TFM owned by the Mexican government. Subsequent to the execution of the Acquisition Agreement, we believe that KCS representatives undertook certain activities that threatened to jeopardize the value of the earnout.

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Thereafter, on August 18, 2003, our shareholders voted to reject the Acquisition Agreement and we terminated the Acquisition Agreement on August 22, 2003.

        KCS has disputed our right to terminate the Acquisition Agreement and alleged certain breaches by us of the Acquisition Agreement. Under the terms of the Acquisition Agreement, the parties have submitted these disputes to binding arbitration. An arbitration panel (the "panel") has been chosen in accordance with the terms of the Acquisition Agreement. KCS has obtained a preliminary injunction from the Delaware Chancery Court enjoining us from violating the terms of the Acquisition Agreement pending a subsequent decision by a panel of arbitrators regarding whether the Acquisition Agreement was properly terminated. On December 8, 2003, we and KCS participated in a preliminary hearing with the arbitrators during which the arbitrators deliberated whether the issue of the Acquisition Agreement's continued effectiveness should be bifurcated from the other issues in the case. On December 22, 2003, the panel bifurcated the issue of whether Grupo TMM properly terminated the Acquisition Agreement from the other disputed issues between the parties and scheduled a hearing on that issue. On February 2, 3 and 4, 2004, a hearing was held in New York on the issue of whether Grupo TMM's termination was proper. We maintained that we properly terminated the Acquisition Agreement while KCS sought a declaration that the Acquisition Agreement was wrongfully terminated. On February 19, 2004, we and KCS filed post-hearing briefs with the panel. On March 19, 2004, the panel issued an Interim Award in which it concluded that the rejection of the Acquisition Agreement by Grupo TMM's shareholders in its vote on August 18, 2003 did not authorize Grupo TMM's purported termination of that Agreement, dated August 22, 2003. Accordingly, the Acquisition Agreement remains in force and binding on the parties until otherwise terminated according to its terms or by law. In reaching this conclusion, the panel found it unnecessary to determine whether approval by Grupo TMM's shareholders is a "condition" of the Agreement. On April 4, 2004, the panel issued an order, which was stipulated to by KCS and Grupo TMM, providing that the parties agreed "not to request a scheduling order for a further hearing in the arbitration at this time" and that "[e]ach party reserves the right to request a scheduling order for a further hearing at any time."

        We cannot predict the ultimate outcome of any further arbitration on the remaining disputed issues. If KCS were to be awarded substantial damages in any such proceeding, it could have a material adverse effect on our business, especially if we are unable to successfully execute the restructuring (although we do not believe such a ruling would directly prevent us from completing the exchange offer, the U.S. prepackaged plan, or the prearranged concurso mercantil). For a more complete discussion of the legal dispute with KCS, see "Legal Proceedings—Dispute with Kansas City Southern."

We have a contingent obligation to purchase shares of TFM owned by the Mexican government

        The Mexican government retained a 20% interest in TFM in connection with the privatization of TFM in 1997, and pursuant to the original agreements relating to the concession, Grupo TFM has an obligation to purchase such interest at the original peso purchase price per share paid by Grupo TFM, indexed to account for Mexican inflation. If Grupo TFM does not purchase the Mexican government's interest, the Mexican government may require that we and KCS, either jointly or individually, purchase the Mexican government's interest at this price. The price of the Mexican government's interest, as indexed for Mexican inflation, was approximately 1,570.3 million UDIs (representing ps. 5,264 million pesos, or approximately $469.4 million, as of December 31, 2003). The estimated fair market value of the Mexican government's interest as of December 31, 2003 was $475.6 million. Although our purchase of the Mexican government's interest would not result in a default under any of our obligations in connection with the new notes, we cannot assure you that we will have sufficient resources to acquire the Mexican government's interest if required to do so, or that we will not be prohibited by debt or other agreements from completing the purchase. See "The Company—Recent Developments—The Mexican Government Put."

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Our substantial indebtedness, and that of our subsidiary TFM, could adversely affect our business and, consequently, our ability to pay interest and repay our indebtedness

        We and TFM each have a significant amount of indebtedness, which requires significant debt service. As of December 31, 2003, we had consolidated indebtedness of approximately $1,348.4 million, which includes $968.0 million of TFM's indebtedness. Our shareholders' equity, including minority interest in consolidated subsidiaries, was $731.4 million, and TFM's shareholders' equity, including minority interest, was $980.9 million, as of December 31, 2003, resulting in a debt to equity ratio of 184.3% and 98.7% respectively.

        The level of our and TFM's consolidated indebtedness could have important consequences. For example, it could:

•

limit cash flow available for capital expenditures, acquisitions, working capital and other general corporate purposes because a substantial portion of our cash flow from operations must be dedicated to servicing debt;



•

increase our vulnerability to general adverse economic and industry conditions;



•

expose us to risks inherent in interest rate fluctuations because some borrowings are at variable rates of interest, which could result in higher interest expenses in the event of increases in interest rates;



•

expose us to risks in exchange rate fluctuations, because any devaluation of the peso would cause the cost of our and TFM's dollar-denominated debt to increase;



•

limit our flexibility in planning for, or reacting to, competitive and other changes in our business and the industries in which we operate;



•

place us at a competitive disadvantage compared to our competitors that have less debt and greater operating and financing flexibility than we do; and



•

limit, through covenants in our indebtedness, our ability to borrow additional funds.

        Our and TFM's ability to pay interest and to repay or refinance indebtedness will depend upon future operating performance, including the ability to increase revenues significantly and control expenses. Future operating performance depends upon prevailing economic, financial, competitive, legislative, regulatory, business and other factors that are beyond our control.

        We cannot assure you that our business will generate sufficient cash flow from operations, that currently anticipated revenues and operating performance will be realized or that future borrowings will be available to us in amounts sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. In addition, we may have difficulty accessing cash flows generated by our subsidiaries and joint ventures. See "The Company—Recent Developments—Our Liquidity Position" and "Risk Factors—Factors relating to the new notes—We are a holding company and we depend upon funds received from our operating subsidiaries to make payments on our indebtedness." If we or TFM are unable to meet our debt service obligations or fund our other liquidity needs, we could attempt to restructure or refinance our indebtedness, seek additional equity capital or sell assets. We cannot assure you that we will be able to accomplish those actions on satisfactory terms, if at all.

        The indentures relating to our and TFM's debt securities contain a number of restrictive covenants and any additional financing arrangements we enter into may contain additional restrictive covenants. These covenants restrict or prohibit many actions, including our ability, or that of our subsidiaries, to:

•

incur indebtedness;



•

create or suffer to exist liens;



•

make prepayments of particular indebtedness;



•

pay dividends;

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•

make investments;



•

engage in transactions with shareholders and affiliates;



•

use assets as security in other transactions;



•

create any unrestricted subsidiary;



•

sell assets; and



•

engage in mergers and consolidations or in sale-leaseback transactions.

        If we fail to comply with these restrictive covenants, our obligation to repay our debt may be accelerated.

Uncertainties relating to the successful completion of the restructuring and other factors currently raise substantial doubt about our ability to continue as a going concern

        The Company's audited consolidated financial statements as of December 31, 2003 and 2002 have been prepared assuming that it will continue as a going concern. The auditors' report on the Company's financial statements as of and for the three year period ended December 31, 2003, includes an explanatory paragraph describing the existence of substantial doubt about the Company's ability to continue as a "going concern." The report observes that (i) we have outstanding obligations amounting to $176.9 million which became due on May 15, 2003 and we did not make the payment of principal amount thereof nor the accrued interest on the due date; (ii) as a result we are in default under the terms of the 2003 notes resulting in a cross-default under the 2006 notes with a principal amount of $200.0 million; (iii) payments of interest on the existing notes amounting to $45.9 million became due on May 15, 2003 and November 15, 2003; (iv) outstanding commercial paper and obligations for sale of receivables amounting to $85.0 million and $15.3 million which will become effective September 2004, and on a monthly basis during 2004, respectively; (v) during the year ended December 31, 2003, we incurred a net loss of $86.7 million; and (vi) at December 31, 2003, we had an excess of current liabilities over current assets of $497.0 million and a deficit of $68.0 million.

        Although we expect that the successful completion of the restructuring will reduce the risks associated with our ability to continue as a going concern, there can be no assurance the restructuring will be successfully completed, and if it is not successfully completed, there is a substantial risk that we will not be able to continue as a going concern.

We may be unable to successfully expand our business

        Future growth of our businesses will depend on a number of factors, including:

•

identification and continued evaluation of niche markets;



•

identification of joint venture opportunities or acquisition candidates;



•

our ability to enter into acquisitions or joint ventures on favorable terms;



•

our ability to hire and train qualified personnel;



•

the successful integration of any acquired businesses with our existing operations; and



•

our ability to effectively manage expansion and to obtain required financing.

        In order to maintain and improve operating results from new businesses, as well as our existing businesses, we will be required to manage our growth and expansion effectively. However, the management of new businesses involves numerous risks, including difficulties in assimilating the operations and services of the new businesses, the diversion of management's attention from other business concerns and the disadvantage of entering markets in which we may have no or limited direct or prior experience. Our failure to effectively manage our expansion could have a material adverse effect on our operational results.

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The Company is controlled by the Serrano Segovia family

        Members of the Serrano Segovia family control the Company through their direct and indirect ownership of our Series A Shares. Since the Series A Shares underlying our CPOs are required to be voted by the CPO Trustee in the same manner as the majority of the Series A Shares not so owned vote on any matter submitted to our stockholders, the Serrano Segovia family effectively controls all matters as to which a shareholder vote is required. As a result, the Serrano Segovia family will be able to direct and control the policies of the Company and its subsidiaries, including mergers, sales of assets and similar transactions. See "Major Shareholders and Related Party Transactions—Major Shareholders." The indenture for the new notes contains covenants that prohibit transactions between the Company and its subsidiaries, affiliates and associates, such as the Serrano Segovia family. See "Description of the New Notes—Certain Covenants—Limitation on Transactions with Affiliates."

        A substantial portion of the Series A Shares and ADSs of the Company held by the Serrano Segovia family is currently pledged to secure indebtedness of the Serrano Segovia family and entities controlled by them and may from time to time in the future be pledged to secure obligations of other of their affiliates. A foreclosure upon any such Series A Shares held by the Serrano Segovia family could constitute a change of control under the new notes indenture and certain other debt instruments of the Company and its subsidiaries. Such occurrence of a change of control would enable holders of the new notes to require the Company to repurchase their new notes. There can be no assurance that upon a change of control the assets of the Company would be sufficient to repurchase the new notes. See "Risk Factors—Factors relating to the new notes—We may not be able to finance a change of control offer."

If we sell our interest in Grupo TFM, we may be classified as an investment company

        If we sell our interest in Grupo TFM, we may receive as consideration securities of another issuer. Consequently, since a significant portion of the Company's assets may then consist of the shares of an unrelated entity, we risk becoming an inadvertent "investment company" under the U.S. Investment Company Act of 1940 (the "Investment Company Act"). Generally, an issuer is deemed to be an investment company subject to registration if its holdings of "investment securities," which usually are securities other than securities issued by majority owned subsidiaries and government securities, exceed 40% of the value of its total assets, exclusive of government securities and cash items, on an unconsolidated basis. Registered investment companies are subject to extensive, restrictive and potentially adverse regulation relating to, among other things, operating methods, management, capital structure, dividends and transactions with affiliates. Registered investment companies are not permitted to operate their business in the manner in which we operate our business.

        Securities we could receive through the sale of our interest in Grupo TFM would be considered investment securities. However, a company that otherwise would be deemed to be an investment company may be excluded from such status for a one-year period provided that such company has a bona fide intent to be engaged as soon as reasonably possible, and in any event within that one-year period, primarily in a business other than that of investing, reinvesting, owning, holding or trading in securities. If we would otherwise be deemed to be an investment company under the Investment Company Act, we intend to rely on this exemption while we attempt to redeploy assets, effectuate a combination with another operating business or take other steps to avoid classification as an investment company.

        If we have not taken such steps within the one-year period referred to above, we may be required to (1) apply to the SEC for exemptive relief from the requirements of the Investment Company Act, or (2) invest certain of our assets in government securities and cash equivalents that are not considered "investment securities" under the Investment Company Act. There can be no assurance that we will be able to obtain exemptive relief from the SEC. Investing our assets in government securities and cash equivalents could yield a significantly lower rate of return than other investments we could make if we

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chose to register as an investment company (although there is no assurance we could successfully register as an investment company even if we chose to do so).

        If we are deemed an unregistered investment company, there would be a risk, among other material adverse consequences, that we could become subject to monetary penalties or injunctive relief, or both, in an action brought by the SEC, that we would be unable to enforce contracts with third parties or that third parties could seek to obtain rescission of transactions with us undertaken during the period in which it was established that we were an unregistered investment company.

        In addition, if we are unable to take steps to avoid becoming an investment company or to obtain injunctive relief from the SEC, we may be in default under the indenture governing the new notes. See "Description of the New Notes—Certain Covenants—Restrictions on Investment Activity."

We may be, or may become, subject to Passive Foreign Investment Company rules

        If we are, or were in the future to become, a "passive foreign investment company" ("PFIC") for United States federal income tax purposes, United States holders of our ADSs or our shares generally will be subject to special United States tax rules that would differ in certain respects from the tax treatment described herein. We do not believe that we are currently a PFIC for United States federal income tax purposes. However, PFIC status is determined annually based on the composition of an entity's assets and income from time to time. As a result, our PFIC status may change. In general, if 50% or more of our assets are "passive assets," or 75% or more of our income is "passive income," we would be deemed a PFIC. Passive assets generally include any interest in another corporation in which we own less than a 25% interest (by value). Thus, a reduction in our ownership interest in Grupo TFM, either as a result of our sale of our shares or through dilution due to the sale of shares in Grupo TFM or any of our subsidiaries through which we own shares, could result in our interest in Grupo TFM being considered a passive asset. If this were to occur, we could become a PFIC.

        In general, if we are classified as a PFIC, United States holders of our ADSs or shares will be subject to a special tax at ordinary income tax rates on "excess distributions," including certain distributions by us with respect to ADSs or shares as well as gain that such holders recognize on the sale of ADSs or shares. The amount of income tax on any excess distributions will be increased by an interest charge to compensate for tax deferral, calculated as if the excess distributions were earned ratably over the period a holder held the ADSs or shares. With respect to ADSs and shares, a United States holder can avoid the unfavorable rules described in the preceding paragraph by electing to mark its ADSs and shares to market. If a United States holder makes this mark-to-market election, such holder will be required in any year in which we are a PFIC to include as ordinary income the excess of the fair market value of its ADSs and shares at year-end over its basis in those ADSs and shares. In addition, any gain a United States holder recognizes upon the sale of its ADSs and shares will be taxed as ordinary income in the year of sale. Alternatively, if we provide the necessary information, a United States holder may elect to treat its ADSs and shares as an interest in a "qualified electing fund" ("QEF Election"). Such a QEF Election is available only if we comply with applicable information reporting requirements, and we have not yet determined whether we can or will do so. If a United States holder makes a "QEF Election," such holder will be required to include in income its proportionate share of our income and net capital gain in years in which we were a PFIC, but any gain that such holder subsequently recognizes upon the sale of its ADSs and shares generally will be taxed as capital gain.

TFM's business is very capital intensive

        TFM's business is capital intensive and requires substantial ongoing expenditures for, among other things, improvements to roadway, structures and technology, acquisitions, leases and repair of equipment, and maintenance of its rail system. TFM's failure to make necessary capital expenditures could impair its ability to accommodate increases in traffic volumes or service its existing customers. In addition, TFM's railroad concession from the Mexican government requires TFM to make investments

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and undertake capital projects, including capital projects described in a business plan filed every five years with the Mexican government. TFM may defer capital expenditures with respect to its five-year business plan with the permission of the Secretaría de Comunicaciones y Transportes (Ministry of Communications and Transports or "Ministry of Transportation"). However, the Ministry of Transportation may not grant this permission, and TFM's failure to comply with the commitments in its business plan could result in the Mexican government revoking the concession.

TFM's concession is subject to revocation or termination in certain circumstances

        The Mexican government may terminate the concession granted to TFM as a result of TFM's surrender of its rights under the concession, or for reasons of public interest, by revocation or upon TFM's liquidation or bankruptcy. (The Mexican government would not, however, be entitled to revoke the concession upon the occurrence of a liquidation or bankruptcy of Grupo TMM or Grupo TFM.) The Mexican government may also temporarily seize TFM's assets and its rights under the concession. The Ley Reglamentaria del Servicio Ferroviario (Law Regulating Railroad Services or "Mexican railroad services law and regulations") provides that the Ministry of Transportation may revoke the concession upon the occurrence of specified events, some of which will trigger automatic revocation. Revocation or termination of the concession would prevent TFM from operating its railroad and would materially adversely affect TFM's operations and its ability to make payments on its debt. In the event that the concession is revoked by the Ministry of Transportation, TFM will receive no compensation, and its interest in its rail lines and all other fixtures covered by the concession, as well as all improvements made by it, will revert to the Mexican government. See "The Company—Railroad Operations—The Concession."

Our interest in TFM is held with our partner, KCS, and we may not be able to control significant operating decisions

        We and KCS are the principal shareholders of Grupo TFM. Although we hold a majority voting interest in Grupo TFM, decisions on certain matters that may be material to TFM's operations and business require the approval of both shareholders or of their representatives on Grupo TFM's board of directors. Differences of views between us and KCS may result in delayed decisions or the failure to reach an agreement, which could adversely affect TFM's operations and business. A change in the corporate structure of TFM's strategic partners may also adversely affect its operations. See "Legal Proceedings—Dispute with Kansas City Southern."

TFM's results from operations are heavily dependent on fuel expenses

        Approximately 98% of the locomotives TFM operates are diesel-powered, and TFM's fuel expenses are significant. TFM currently meets, and expects to continue to meet, its fuel requirements almost exclusively through purchases at market prices from Petróleos Mexicanos, the national oil company of Mexico ("PEMEX"), a government-owned entity exclusively responsible for the distribution and sale of diesel fuel in Mexico. TFM is party to a fuel supply contract with PEMEX of indefinite duration. Either party may terminate the contract upon 30 days written notice to the other at any time. If the fuel contract is terminated and TFM is unable to acquire diesel fuel from alternate sources on acceptable terms, TFM's operations could be materially adversely affected. In addition, instability in the Middle East may result in an increase in fuel prices. Since TFM's fuel expense represents a significant portion of its operating expenses, significant increases in the price of diesel fuel could have a material adverse effect on TFM's results of operations.

TFM may be unable to generate sufficient cash to service or refinance its debt

        TFM's ability to satisfy its obligations under its debt in the future will depend upon TFM's future performance, including its ability to increase revenues significantly and control expenses. TFM's future operating performance depends upon prevailing economic, financial, business and competitive conditions and other factors, many of which are beyond its control.

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        If TFM's cash flow from operations is insufficient to satisfy its obligations, TFM may take specific actions, including delaying or reducing capital expenditures, attempting to refinance its debt at or prior to its maturity or, in the absence of such refinancing, attempting to sell assets quickly in order to make up for any shortfall in payments under circumstances that might not be favorable to getting the best price for the assets, or seeking additional equity capital. TFM's ability to refinance its debt and take other actions will depend on, among other things, its financial condition at the time, the restrictions in the instruments governing its debt and other factors, including market conditions, beyond TFM's control. TFM may be unable to take any of these actions on satisfactory terms or in a timely manner. Further, any of these actions may not be sufficient to allow TFM to meet its debt obligations. TFM's indentures and commercial paper credit agreement limit its ability to take certain of these actions. TFM's failure to successfully undertake any of these actions or to earn enough revenues to pay its debts, or significant increases in the peso cost to service its dollar-denominated debt, could materially and adversely affect TFM's business or operations.

TFM has sought waivers under its credit agreements and may require additional waivers in the future

        TFM would not have met certain required maintenance covenants under its bank credit facilities during 2003. Accordingly, TFM sought and received waivers from the lenders under its bank credit facilities for such expected non-compliance. In October 2003 and March 2004, TFM received waivers from the banks which participate in its credit facilities of the term loan facility and U.S. commercial paper program. The waivers applied to the three months ended September 30, 2003 and the three months ended December 31, 2003, respectively. It is possible that TFM may require additional waivers under its bank credit facilities. If TFM requires such waivers in the future, there can be no assurance that such waivers will be obtained. If such waivers are not obtained, TFM would be in default under its bank credit facilities and such default could result in acceleration of amounts due under the bank credit facilities and in cross-defaults under other obligations.

Certain regulatory and market factors could adversely affect our ability to expand our rail transportation operations

        The trucking industry is TFM's primary competition. In February 2001, a North American Free Trade Agreement ("NAFTA") tribunal ruled in an arbitration between the United States and Mexico that the United States must allow Mexican trucks to cross the border and operate on U.S. highways. NAFTA called for Mexican trucks to have unrestricted access to highways in U.S. border states by 1995 and full access to all U.S. highways by January 2000. However, the United States has not followed the timetable because of concerns over Mexico's trucking safety standards. On March 14, 2002, as part of its agreement under NAFTA, the U.S. Department of Transportation issued safety rules that allow Mexican truckers to apply for operating authority to transport goods beyond the 20-mile commercial zones along the U.S.-Mexico border. These safety rules require Mexican carriers seeking to operate in the United States to pass, among other things, safety inspections, obtain valid insurance with a U.S. registered insurance company, conduct alcohol and drug testing for drivers and to obtain a U.S. Department of Transportation identification number. Mexican commercial vehicles with authority to operate beyond the commercial zones will be permitted to enter the United States only at commercial border crossings and only when a certified motor carrier safety inspector is on duty. Given these recent developments, we cannot assure you that truck transport between Mexico and the United States will not increase substantially in the future. Such an increase could affect TFM's ability to continue converting traffic to rail from truck transport because it may result in an expansion of the availability, or an improvement of the quality, of the trucking services offered in Mexico.

        In recent years, there has been significant consolidation among major North American rail carriers. The resulting merged railroads could attempt to use their size and pricing power to block other railroads' access to efficient gateways and routing options that are currently and have been historically available. We cannot assure you that further consolidation will not have an adverse effect on us.

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        Approximately 50% of TFM's expected revenue growth during the next few years is expected to result from increased truck-to-rail conversion. If the railroad industry in general, and TFM in particular, are unable to preserve their competitive advantages vis-à-vis the trucking industry, TFM's business plan may not be achieved and its projected revenue growth could be adversely affected. Additionally, TFM's revenue growth could be affected by, among other factors, its inability to grow its existing customer base, negative macroeconomic developments impacting the United States and Mexican economies, and failure to capture additional cargo transport market share from the shipping industry and other railroads.

Significant competition could adversely affect our future financial performance

        Certain of our business segments face significant competition, which could have an adverse effect on our results of operations. TFM faces significant competition from trucks and other rail carriers as well as limited competition from the shipping industry in its freight operations. Our parcel tanker and supply ship services operating in the Gulf of Mexico have faced significant competition, mainly from U.S. shipping companies. Although we expect that a Mexican law, enacted in January 1994, and amended in May 2000, which restricts cabotage of ships (movement of ships within Mexico and Mexican waters) at Mexican ports to Mexican-owned vessels carrying the Mexican flag, will reduce competition from non-Mexican companies in this sector, there can be no assurance that such competition will be reduced. In our land operations division, our trucking transport and automotive logistics services have faced intense competition, including price competition, from a large number of Mexican, U.S. and international trucking lines. We cannot assure you that we will not lose business in the future due to our inability to respond to competitive pressures by decreasing our prices without adversely affecting our gross margins and operational results.

        TFM faces significant competition from the trucking industry, as well as from some industry segments from other railroads, in particular Ferrocarril Mexicano, S.A. de C.V. ("Ferromex"), which operates the Pacific-North Rail Lines. In particular, TFM has experienced, and continues to experience, competition from Ferromex with respect to the transport of grain, minerals and steel products. The rail lines operated by Ferromex run from Guadalajara and Mexico City to four U.S. border crossings west of Laredo, Texas, providing a potential alternative to TFM's routes for the transport of freight from those cities to the U.S. border. Ferromex directly competes with TFM in some areas of its service territory, including Tampico, Saltillo, Monterrey and Mexico City. Ferrocarril del Sureste, S.A. de C.V. ("Ferrosur"), which operates the Southeast Rail Lines, also competes directly with TFM for traffic to and from southeastern Mexico. Ferrosur, like TFM, serves Mexico City, Puebla and Veracruz. Ferromex and Ferrosur are privately owned companies that may have greater financial resources than TFM. Among other things, this advantage may give them greater ability to reduce freight prices. Price reductions by competitors would make TFM's freight services less competitive and we cannot assure you that TFM would be able to match these rate reductions.

        Under TFM's concession, TFM must grant to Ferromex the right to operate over a north-south portion of its rail lines between Ramos Arizpe near Monterrey and the city of Querétaro that constitutes over 600 kilometers of TFM's main track. Using these trackage rights, Ferromex may be able to compete with TFM over its rail lines for traffic between Mexico City and the United States. TFM's concession also requires it to grant rights to use certain portions of its tracks to Ferrosur and the "belt railroad" operated in the greater Mexico City area by the Ferrocarril y Terminal del Valle de México, S.A. de C.V. (the Mexico City Railroad and Terminal), thereby providing Ferrosur with more efficient access to certain Mexico City industries. As a result of having to grant trackage rights to other railroads, TFM incurs additional maintenance costs and also loses the flexibility of using its tracks at all times.

        In February 2002, Ferromex and Ferrosur announced that they agreed to the acquisition of Ferrosur by Ferromex. TFM filed a notice with the Mexican Antitrust Commission objecting to the proposed acquisition on the grounds that it would limit competition. The acquisition was reviewed by

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the Mexican Antitrust Commission and on May 16, 2002 the Mexican Antitrust Commission announced that it notified Ferromex that it had denied authorization to consummate the acquisition on antitrust grounds. Ferromex subsequently filed an appeal for review of the order, and on September 18, 2002, the Mexican Antitrust Commission confirmed its prior ruling denying authorization to consummation of the acquisition. Ferromex requested that the Federal Courts in Mexico review the decision of the Mexican Antitrust Commission. TFM also requested a Federal Court in Mexico to review its complaint against the acquisition, requesting to be recognized as a party to the proceedings of the Mexican Antitrust Commission, and obtained a favorable ruling (amparo). Ferromex and Ferrosur subsequently withdrew their petition before the Mexican Antitrust Commission, which terminated the acquisition request in October 2003.

The rates for trackage rights set by the Ministry of Transportation may not adequately compensate TFM

        Pursuant to TFM's concession, TFM is required to grant rights to use portions of its tracks to Ferromex, Ferrosur and the Mexico City Railroad and Terminal. Applicable law stipulates that Ferromex, Ferrosur and the Mexico City Railroad and Terminal are required to grant to TFM rights to use portions of their tracks. Applicable law provides that the Ministry of Transportation is entitled to set the rates in the event that TFM and the party to whom it is granting the rights cannot agree on a rate. TFM and Ferromex have not been able to agree upon the rates each of them is required to pay the other for interline services and haulage and trackage rights. Therefore, in accordance with TFM's rights under the Mexican railroad services law and regulations, in February 2001, TFM initiated an administrative proceeding requesting a determination of such rates by the Ministry of Transportation, which subsequently issued a ruling establishing rates using the criteria set forth in the Mexican railroad services law and regulations. TFM and Ferromex appealed the rulings before the Mexican Federal Courts due to, among other things, a disagreement with the methodology employed by the Ministry of Transportation in calculating the trackage rights and interline rates. TFM and Ferromex also requested and obtained a suspension of the effectiveness of the ruling pending resolution of this appeal. We cannot predict whether TFM will ultimately prevail in this proceeding and whether the rates TFM is ultimately allowed to charge will be adequate to compensate it. See "The Company—Railroad Operations" for more information.

If our time charter arrangements are terminated or expire, our business could be adversely affected

        We currently time charter three product tankers to PEMEX. In the event that our time charter arrangements with PEMEX are terminated or expire, we will be required to seek new time charter arrangements for these vessels. We cannot be sure that time charters will be available for the vessels following termination or expiration or that time charter rates in effect at the time of such termination or expiration will be comparable to those in effect under the existing time charters or in the present market. In the event that time charters are not available on terms acceptable to us, we may employ those tankers in the spot market. Because charter rates in the spot market are subject to greater fluctuation than time charter rates, any failure to maintain existing, or enter into comparable, charter arrangements could adversely affect our operating results.

Terrorist activities and geopolitical events and their consequences could adversely affect our operations

        As a result of the terrorist attacks in the United States on September 11, 2001 and the March 11, 2004 terrorist attacks in Spain, and the continuation of armed hostilities involving, among others, the United States and Iraq, there has been increased short-term market volatility, and there may be long-term effects on U.S. and world economies and markets.

        Terrorist attacks may negatively affect our operations. The continued threat of terrorism within the United States and abroad and the potential for military action and heightened security measures in response to such threat may cause significant disruption to commerce throughout the world, including restrictions on cross-border transport and trade. In addition, related political events may cause a

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lengthy period of uncertainty that may adversely affect our business. Political and economic instability in other regions of the world, including the United States and Canada, may also result and could negatively impact our operations. The consequences of terrorism and the responses thereto are unpredictable and could have an adverse effect on our operations.

Downturns in the U.S. economy or in trade between the United States and Mexico and fluctuations in the peso-dollar exchange rate would likely have adverse effects on our business and results of operations

        The level and timing of our business activity is heavily dependent upon the level of U.S.-Mexican trade and the effects of NAFTA on such trade. Downturns in the U.S. or Mexican economy or in trade between the United States and Mexico would likely have adverse effects on our business and results of operations. Our business of logistics and transportation of products traded between Mexico and the United States depends on the U.S. and Mexican markets for these products, the relative position of Mexico and the United States in these markets at any given time and tariffs or other barriers to trade. Our revenues as well as TFM's were affected by the downturn in U.S. economy in 2003. However, the U.S. economy started to reflect a recovery in the third quarter of 2003, and confirmed its up-trend in the first quarter of 2004. Any future downturn in the U.S. economy could have a material adverse effect on our results of operations and our ability to meet our debt service obligations as described above.

        Also, fluctuations in the peso-dollar exchange rate could lead to shifts in the types and volumes of Mexican imports and exports. Although a decrease in the level of exports of some of the commodities that we transport to the United States may be offset by a subsequent increase in imports of other commodities we haul into Mexico and vice versa, any offsetting increase might not occur on a timely basis, if at all. Future developments in U.S.-Mexican trade beyond our control may result in a reduction of freight volumes or in an unfavorable shift in the mix of products and commodities we carry.

Downturns in certain cyclical industries in which our customers operate could have adverse effects on our results of operations

        The shipping, transportation and logistics industries are highly cyclical, generally tracking the cycles of the world economy. Although transportation markets are affected by general economic conditions, there are numerous specific factors within each particular market segment that may influence operating results. Some of our customers do business in industries that are highly cyclical, including the oil and gas, automotive and agricultural sectors. Any downturn in these sectors could have a material adverse effect on our operating results. Also, some of the products we transport have had a historical pattern of price cyclicality which has typically been influenced by the general economic environment and by industry capacity and demand. For example, global steel and petrochemical prices have decreased in the past. We cannot assure you that prices and demand for these products will not decline in the future, adversely affecting those industries and, in turn, our financial results.

We are exposed to the risk of loss and liability

        Our business is affected by a number of risks, including mechanical failure of vessels and equipment, collisions, property loss of vessels and equipment, cargo loss or damage, as well as business interruption due to political circumstances in foreign countries, hostilities and labor strikes. In addition, the operation of any ocean-going vessel is subject to the inherent possibility of catastrophic marine disaster, including oil spills and other environmental accidents, and the liabilities arising from owning and operating vessels in international trade.

        We maintain insurance to cover the risk of partial or total loss of or damage to all of our assets, including, but not limited to, railtrack, rail cars, port facilities, port equipment, trucks, land facilities and offices. In particular, we maintain marine hull and machinery and war risk insurance on our vessels, which covers the risk of actual or constructive total loss. Additionally, we have protection and indemnity insurance for damage caused by our operations to third persons. We do not carry insurance

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covering the loss of revenue resulting from a downturn in our operations or resulting from vessel off-hire time on certain vessels. We cannot assure you that our insurance would be sufficient to cover the cost of damages suffered by us or damages to others, that any particular claim will be paid or that such insurance will continue to be available at commercially reasonable rates in the future.

We face potential environmental liability

        Our operations are subject to Mexican federal and state laws and regulations relating to the protection of the environment. The primary environmental law in Mexico is the General Law of Ecological Balance and Environmental Protection (the "Ecological Law"). The Mexican federal agency in charge of overseeing compliance with and enforcement of the federal environmental law is the Ministry of Environmental Protection and Natural Resources (Secretaría del Medio Ambiente y Recursos Naturales, or "Semarnat"). As part of its enforcement powers, Semarnat is empowered to bring administrative and criminal proceedings and impose economic sanctions against companies that violate environmental laws, and temporarily or even permanently close non-complying facilities. Under the Ecological Law, the Mexican government has implemented a program to protect the environment by promulgating rules concerning water, land, air and noise pollution, and hazardous substances. We are also subject to the laws of various jurisdictions and international conferences with respect to the discharge of materials into the environment. While we maintain insurance against certain of these environmental risks in an amount which we believe is consistent with industry norms, we cannot assure you that our insurance would be sufficient to cover damages suffered by us. We cannot predict the effect, if any, that the adoption of additional or more stringent environmental laws and regulations would have on our results of operations, cash flows or financial condition.

        Under the United States Oil Pollution Act of 1990, or "OPA 90," owners and operators of ships could be exposed to substantial liability, and in some cases, unlimited liability for removal costs and damages resulting from the discharge of oil, petroleum or related substances into United States waters by their vessels. In some jurisdictions, including the United States, claims for removal costs and damages would enable claimants to immediately seize the ships of the owning and operating company and sell them in satisfaction of a final judgment. The existence of statutes enacted by individual states of the United States on the same subject, but requiring different measures of compliance and liability, creates the potential for similar claims being brought under state law. In addition, several international conventions that impose liability for the discharge of pollutants have been adopted by other countries. We time-charter product tankers to PEMEX, which PEMEX uses to transport refined petroleum products domestically. Pursuant to these time-charters, PEMEX has the right to transport crude oil and operate internationally. We also operate parcel tankers in the international market. See "The Company—Specialized Maritime Services." If a spill were to occur in the course of operation of one of our vessels carrying petroleum products, and such spill affected the United States or another country that had enacted legislation similar to OPA 90, we could be exposed to substantial or unlimited liability. Additionally, our vessels carry bunkers (ship fuel) and certain goods that, if spilled, under certain conditions, could cause pollution and result in substantial claims against us, including claims under OPA 90 and other United States federal, state and local laws. Our railroad operations are subject to the provisions of the Ecological Law. The regulations issued under the Ecological Law and technical environmental requirements issued by the Semarnat have promulgated standards for, among other things, water discharge, water supply, emissions, noise pollution, hazardous substances and transportation and handling of hazardous and solid waste.

        In addition, TFM's ownership of Mexrail may also create certain environmental liabilities with respect to U.S. environmental laws. The U.S. Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA" or "Superfund") and similar state laws (known as Superfund laws) impose liability for the cost of remedial or removal actions, natural resources damages and related costs at certain sites identified as posing a threat to the environment or public health. CERCLA imposes strict liability on the owners and operators of facilities in which hazardous waste and other hazardous

63

substances are deposited or from which they are released or are likely to be released into the environment. Liability may be imposed, without regard to fault or the legality of the activity, on certain classes of persons, including the current and certain prior owners or operators of a site and persons that arranged for the disposal or treatment of hazardous substances. Liability is imposed on a joint and several basis. In addition, other potentially responsible parties, adjacent landowners or other third parties may initiate cost recovery actions or toxic tort litigation against sites subject to CERCLA or similar state laws.

Potential labor disruptions could adversely affect our financial condition and our ability to meet our obligations under our debt

        Approximately 67% of our employees are covered by a labor agreement. The compensation terms of the labor agreement are subject to renegotiation on an annual basis and all other terms are renegotiated every two years. We may not be able to negotiate these provisions favorably, and strikes, boycotts or other disruptions could occur. These potential disruptions could have a material adverse effect on our financial condition and results of operations and on our ability to meet our payment obligations under our debt.

Our customers may take actions that may reduce our revenues

        If our customers believe that we may not be able to continue as a going concern or if they believe that our weakened financial condition will result in a lower quality of service, they may discontinue use of our services. Additionally, some customers may demand lower prices. While we have contracts with some of our customers that prevent them from terminating the services we provide them or which impose penalties on customers who terminate their services with us, it may be impractical or uneconomical to enforce these agreements in Mexican courts. If any of these events occurs, our revenues will be reduced.

Factors Relating to Mexico

Mexico is an emerging market economy, with attendant risks to our results of operations and financial condition

        The Mexican government has exercised, and continues to exercise, significant influence over the Mexican economy. Accordingly, Mexican governmental actions concerning the economy and state-owned enterprises could have a significant impact on Mexican private sector entities in general and on us in particular, as well as on market conditions, prices and returns on Mexican securities, including our securities. The national elections held on July 2, 2000 ended 71 years of rule by the Institutional Revolutionary Party ("PRI") with the election of President Vicente Fox Quesada, a member of the National Action Party ("PAN"), and resulted in the increased representation of opposition parties in the Mexican Congress and in mayoral and gubernatorial positions. Although there have not yet been any material adverse repercussions resulting from this political change, multiparty rule is still relatively new in Mexico and could result in economic or political conditions that could materially and adversely affect our operations. We cannot predict the impact that this new political landscape will have on the Mexican economy. Furthermore, our financial condition, results of operations and prospects and, consequently, the market price for our securities, may be affected by currency fluctuations, inflation, interest rates, regulation, taxation, social instability and other political, social and economic developments in or affecting Mexico.

        The Mexican economy in the past has suffered balance of payment deficits and shortages in foreign exchange reserves. There are currently no exchange controls in Mexico. However, Mexico has imposed foreign exchange controls in the past. Pursuant to the provisions of NAFTA, if Mexico experiences serious balance of payment difficulties or the threat thereof in the future, Mexico would have the right to impose foreign exchange controls on investments made in Mexico, including those made by U.S. and Canadian investors. Any restrictive exchange control policy could adversely affect our

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ability to obtain dollars or to convert pesos into dollars for purposes of making interest and principal payments to holders of new notes, to the extent that we may have to effect those conversions. This could have a material adverse effect on our business and financial condition.

        Securities of companies in emerging market countries tend to be influenced by economic and market conditions in other emerging market countries. Emerging market countries, including Argentina and Brazil, have recently been experiencing significant economic downturns and market volatility. These events have had an adverse effect on the economic conditions and securities markets of emerging market countries, including Mexico.

Any devaluation of the peso would cause the peso cost of our dollar-denominated debt to increase, adversely affecting our ability to make payments on our indebtedness

        After a five-year period of controlled devaluation of the peso, on December 19, 1994, the value of the peso dropped sharply as a result of pressure against the currency. Although the peso had been appreciating relative to the dollar over the past few years, the peso depreciated 13.8% in 2002 and 7.5% in 2003 against the dollar. Any additional devaluation in the peso would cause the peso cost of our dollar-denominated debt to increase. In addition, currency instability may affect the balance of trade between the United States and Mexico.

Mexico may experience high levels of inflation in the future which could adversely affect our results of operations

        Mexico has a history of high levels of inflation, and may experience inflation in the future. During most of the 1980s and during the mid- and late-1990s, Mexico experienced periods of high levels of inflation. The annual rates of inflation for the last five years, as measured by changes in the National Consumer Price Index, as provided by Banco de México, were:

        In 2003, the Mexican inflation rate hit its lowest levels in over 30 years. We cannot give any assurance that the Mexican inflation rate will continue to decrease or maintain its current level for any significant period of time. A substantial increase in the Mexican inflation rate would have the effect of increasing some of our costs, which could adversely affect our results of operations and financial condition, as well as the market value of our new notes. High levels of inflation may also affect the balance of trade between Mexico and the United States, and other countries, which could adversely affect our results of operations.

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FORWARD-LOOKING INFORMATION

        This prospectus and solicitation statement contains various forward-looking statements, including statements regarding, among other things, our financial performance and operating plans. These statements are based upon the current beliefs of our management, as well as upon assumptions made by management based upon information currently available to it. The words "believe," "expect," "likely," "anticipate" and similar expressions identify some of these forward-looking statements. These statements are subject to various risks and uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Should management's assumptions prove incorrect, actual results may vary materially and adversely from those anticipated or projected. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of their respective dates. We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

        The following factors, as well as other factors described in this prospectus and solicitation statement and the documents that are incorporated in this prospectus and solicitation statement, could cause actual results to differ materially from our forward-looking statements:

•

the outcome of the arbitration and litigation with KCS relating to the previously proposed sale of our interests in Grupo TFM;



•

our ability to successfully complete the restructuring of the existing notes;



•

the timing of the receipt by TFM of the recent VAT award, the amount of such award and the form of such award;



•

our ability to satisfy our contingent obligation to purchase shares of TFM, owned by the government of Mexico;



•

our ability to generate sufficient cash from operations to meet our obligations, including the ability of our subsidiaries, such as TFM, our principal operating subsidiary, to generate sufficient distributable cash flow and to distribute such cash flow in accordance with their existing agreements;



•

the ability of TFM to meet the requirements under the covenants in its debt agreements or to obtain waivers from its lenders of the requirements of such covenants if they are not met;



•

Mexican, U.S. and global economic, political and social conditions;



•

the effect of NAFTA on the level of U.S.-Mexico trade;



•

conditions affecting the international shipping and transportation markets;



•

our ability to reduce corporate overhead costs;



•

the availability of capital to fund our expansion plans;



•

our ability to utilize a portion of our current and future tax loss carryforwards ("NOLs");



•

changes in legal or regulatory requirements in Mexico or the United States;



•

economic uncertainty following the terrorist attacks in the United States in 2001; and



•

other factors described in this prospectus and soliciation statement and the documents incorporated by reference in this prospectus and solicitation statement.

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THE EXCHANGE OFFER AND CONSENT SOLICITATION

Background of the Restructuring

        At September 30, 2002, Grupo TMM had $235.6 million of short-term debt, which included $176.9 million of the 2003 notes, and $202.5 million of long-term debt, including $200.0 million of the 2006 notes. In addition, as of such date, there were approximately $21.7 million of outstanding certificates issued by the trust established under the securitization facility, which were due in April 2003. In light of the near term maturity of the 2003 notes, we implemented or continued a number of short-term measures in an effort to address these liquidity concerns. Key elements of our strategy, which are more fully described in "The Company—Our Business Strategy," included:

•

Reducing our cost structure in late 2002 and throughout 2003; and



•

Continuing the effort, which began in 1997, to achieve the successful resolution of TFM's VAT claim.

        In addition to these measures, beginning in early 2002, the Company, together with its financial advisors, began to evaluate various additional alternatives for strengthening its balance sheet, meeting its capital needs and refinancing or extending the maturity of its obligations. As part of this process, we considered sales of equity securities, sales of new debt securities, asset sales and various refinancing transactions. Given our liquidity profile and the advice of our financial advisors that the capital markets would not respond favorably to a new offering of high yield debt securities by us at that time, it was determined that issuing new debt securities was not feasible. We concluded that the market undervalued our equity in light of uncertainty concerning TFM's VAT claim and that sales of equity securities would therefore be prohibitively dilutive.

Previous Exchange Offers

        In mid-2002, we determined, in consultation with our financial advisors, that the most feasible option for addressing our liquidity difficulties was to extend the maturity of the 2003 notes through offers made to the holders of the 2003 notes and the 2006 notes of new debt securities with a later maturity and other modified terms, including a guarantee by TMM Holdings, a new holding company formed to indirectly hold our interest in Grupo TFM.

        We commenced exchange offers on December 26, 2002 seeking to exchange all of the 2003 notes and the 2006 notes for a new issue of debt securities that would mature in 2010, bear interest at 10¹/2% and be guaranteed by TMM Holdings. The exchange offers were accompanied by consent solicitations to amend the indentures governing the 2003 notes and the 2006 notes to eliminate substantially all of the covenants in those indentures as well as certain events of default. In light of our limited cash resources to pay the principal amount of any 2003 notes that were not tendered in the exchange offers, the exchange offers were conditioned on acceptance by at least 85% of the outstanding 2003 notes, as well as a majority of the 2006 notes necessary to effect the proposed amendments.

        The exchange offers were not accepted by the required percentage of holders of the 2003 notes. Based on advice from our financial advisor, on February 18, 2003, we amended the exchange offers to add, as additional consideration, warrants to purchase up to an aggregate of 9,728,125 ADRs of the Company at $9.00 per ADR, reduced the required percentage of the 2003 notes from 85% to 80% and extended the exchange offers.

        During the period in which the exchange offers were pending, we were engaged in discussions and negotiations with other parties with respect to the sale of certain of our assets as well as certain other investments by third parties in the Company or its subsidiaries. The purpose of these discussions was to provide us with alternative sources of liquidity to meet our obligations in the event that the exchange offers were unsuccessful. As a result of these negotiations, we entered into agreements for (i) the Port Sale and (ii) the TFM Sale. Following the execution of the agreements for the Port Sale and the TFM Sale, on April 29, 2003, we again amended the exchange offers to eliminate the warrant component of

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the consideration offered in the exchange offers, shorten the maturity of the notes being offered to May 2004, increase the interest rate to 12% and amend the covenants of the indenture governing the notes to be offered to permit the TFM Sale to be completed.

        The Port Sale was completed on May 13, 2003. Net proceeds from the Port Sale were used to repay amounts under the securitization facility and other short-term debt. See "The Company—Legal Proceedings—The Dispute with Kansas City Southern."

        Although our financial advisor had discussions with representatives of certain holders of the 2003 notes and the 2006 notes at such time, no ad hoc or other committee of our existing notes formed and no advisors were retained to represent the holders of existing notes in connection with the previous exchange offers. As a result, it was difficult to predict with any certainty what terms of any revised exchange offer or of the notes or other securities to be offered in the exchange offers would be accepted by the holders of existing notes. Despite several amendments and extensions to the previous exchange offers, we were not able to offer terms which a sufficient number of holders of existing notes found acceptable to result in a successful exchange offer. As a result, insufficient 2003 notes were tendered to permit the conditions to the exchange offers to be satisfied and the exchange offers were terminated on May 15, 2003. We did not have the liquidity necessary to meet the principal and interest payments due on May 15, 2003 for the 2003 notes or the interest payments due on May 15, 2003 for the 2006 notes and we defaulted on those obligations. These defaults, in turn, created cross-defaults under certain of our other obligations. See "Summary—Consequences if the Restructuring Fails."

        In August 2003, the Grupo TMM stockholders voted to reject the Acquisition Agreement and Grupo TMM subsequently notified KCS that it was terminating the Acquisition Agreement based on the results of the stockholder vote. KCS challenged the right of Grupo TMM to terminate the Acquisition Agreement and alleged certain breaches of the Acquisition Agreement by Grupo TMM. Pursuant to the Acquisition Agreement, the dispute was submitted to binding arbitration. In March 2004, the arbitration panel issued a ruling solely on the issue of the termination of the agreement by Grupo TMM based on the failure of the stockholders to approve the TFM Sale at the stockholder meeting held in August 2003. The panel ruled that the termination on this basis was not effective and that the Agreement remains in effect and binding on the parties unless otherwise terminated in accordance with its terms or by law. The parties have entered into a stipulation under which further arbitration proceedings have been deferred and each party reserved its rights to pursue further proceedings at any time. See "The Company—Legal Proceedings—The Dispute with Kansas City Southern."

Proposed Restructuring

        At December 31, 2003, Grupo TMM (excluding TFM) had $379.0 million of short-term debt, which included $176.9 million of the 2003 notes and $200.0 million of the 2006 notes, and $1.5 million of long-term debt. At May 25, 2004, the net amount outstanding under the securitization facility was $73.4 million. For accounting purposes, the securitization facility represents the total dollar amount of future services to be rendered to customers rather than indebtedness and is so reflected in our financial statements.

        Following our inability to successfully execute the previous exchange offers, we continued our efforts to restructure our outstanding debt. The principal goals of our restructuring effort were to extend the maturity of the 2003 notes and 2006 notes, cure the payment default under the 2003 notes and 2006 notes and cross-defaults under certain other obligations, and materially reduce our cash interest payment obligations over the succeeding three years.

        On May 23, 2003, we retained MBLY and EMVA, as financial advisors, to advise us on alternative strategies to restructure our outstanding debt. As part of this process, we again contemplated sales of new debt securities and sales of equity securities. Given our liquidity profile and the advice of our financial advisors that then current capital market conditions would likely not permit a new offering of high yield debt securities by us at that time on terms that would permit us to meet our interest and

68

principal payments under any such debt securities, it was determined that issuing new debt securities was not feasible. We concluded that the market continued to undervalue our equity at the time in light of uncertainty concerning TFM's VAT claim and that sales of equity securities would therefore be prohibitively dilutive. As a result, we elected to attempt to restructure the outstanding 2003 notes and 2006 notes either through a revised exchange offer or a prepackaged or prearranged bankruptcy proceeding in the United States or Mexico. As part of this process, we and our advisors encouraged the formation of the Committee and agreed to pay the fees and expenses of its legal advisors and financial advisors. On June 4, 2003, the Committee retained Akin Gump Strauss Hauer & Feld LLP as U.S. legal advisor and Franck, Galicia y Robles, S.C. as Mexican legal advisor, and on July 16, 2003, the Committee retained Houlihan Lokey Howard & Zukin Capital as financial advisor.

        During the period from July 2003 to December 2003, we engaged in extensive negotiations with the advisors to the Committee and certain members of the Committee regarding the terms of the restructuring. On December 9, 2003 we reached a consensus on the terms of a voting agreement with holders of existing notes on the negotiating committee representing approximately 43% in aggregate principal amount of the outstanding existing notes.

        Ultimately, eighteen groups of holders of existing notes representing approximately 72% in aggregate principal amount of the outstanding existing notes entered into voting agreements with us pursuant to which they agreed to (or, if such persons do not have voting discretion, to recommend that such holders with voting discretion) (i) tender their existing notes in the exchange offer, (ii) forbear from taking any action or pursuing any remedies available to them under the agreements evidencing the existing notes and (iii) if and when solicited in the context of the U.S. prepackaged plan, or prearranged concurso mercantil, vote in favor of the plan we propose to effect the restructuring of the existing notes and against any other plan.

        Under the U.S. Bankruptcy Code, the affirmative votes by holders of at least 66²/3% in principal amount and more than one-half in number of those holders of existing notes voting on the U.S. prepackaged plan are required for confirmation of the U.S. prepackaged plan. Similarly, confirmation of a prearranged concurso mercantil plan would require (i) the approval of creditors, recognized by the Mexican court as holders of our unsecured debt, holding a majority of the aggregate amount of outstanding unsecured indebtedness recognized by the court (not just the holders of our existing notes) and (ii) that more than one-half in number of our recognized creditors do not vote against the plan. We have entered into voting agreements with sufficient holders of the existing notes that we believe that, if the conditions to the exchange offer are not satisfied, we should have sufficient acceptances to permit us to complete the restructuring either through the U.S. prepackaged plan or, if we determine to pursue a prearranged concurso mercantil, through a prearranged concurso mercantil, in each case without requiring the approval of any other holders of the existing notes or any of our other creditors. However, since we are not able to determine with certainty how many holders of our existing notes, by number, would vote on the U.S. prepackaged plan, or if we determine to pursue a concurso mercantil proceeding, would be recognized as creditors or vote in a prearranged concurso mercantil, we cannot assure you that the vote of the holders subject to the voting agreements would be sufficient to confirm the U.S. prepackaged plan or to complete a prearranged concurso mercantil. For a description of the terms of the voting agreements, see "The Company—Recent Developments—Negotiations with Ad Hoc Committee of Holders of Existing Notes; Voting Agreements."

        The Company considers the exchange offer and consent solicitation component of the proposed restructuring attractive since, if successful, it would result in the restructuring of our obligations under the 2003 notes and 2006 notes on a consensual basis without the uncertainty and expense of a potentially protracted bankruptcy proceeding in the United States or Mexico. Moreover, the restructuring will extend the maturity of the existing notes and significantly reduce the cash interest payments that we are required to make. We believe this will allow us to meet these obligations as they mature through refinancings, asset sales or otherwise.

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General

        We are making an exchange offer in respect of up to the full principal amount outstanding of each series of our existing notes, as well as accrued and unpaid interest thereon as provided for herein.

        For each $1,000 principal amount of our existing notes properly tendered, we are offering $1,000 principal amount of our unissued Senior Secured Notes due 2007. All accrued and unpaid interest on the existing notes (including interest on the 2003 notes for the period from and after May 15, 2003) shall be payable in new notes with a principal amount equal to such accrued and unpaid interest to, but not including, the settlement date; provided, that (i) the interest accrual rate on the existing notes for this purpose shall be (A) at the rate of interest set forth in the respective existing notes for the period through May 14, 2003 and (B) 11.50% for the period from and after May 15, 2003; and (ii) there shall be no interest paid on accrued interest. In addition, each holder whose consent is received by [            ], 2004 will receive the consent fee, equal to a pro rata portion (calculated on the basis of the claim amount of each holder of existing notes) of $21,094,605 principal amount of new notes (which represents, in the aggregate, 5% of the sum of the principal amount of the existing notes plus respective accrued interest to December 24, 2003).

        The new notes will be issued on the third business day following the expiration date of the exchange offer, or as soon as practicable thereafter.

        Existing notes may be tendered and will be accepted for exchange only in denominations of $1,000 principal amount and integral multiples thereof.

        We reserve the right, in our absolute discretion, to purchase or make offers to purchase any existing notes that remain outstanding subsequent to the expiration date for the exchange offer in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer. Any such purchases or offers to purchase will not be made except in accordance with applicable law.

        As of December 24, 2003, $176,875,000 aggregate principal amount of the 2003 notes was outstanding and $200,000,000 aggregate principal amount of 2006 notes was outstanding, and (assuming (i) the interest accrual rate on the existing notes is (A) at the rate of interest set forth in the respective existing notes for the period through May 14, 2003 and (B) 11.50% for the period from and after May 15, 2003; and (ii) there shall be no interest paid on accrued interest) the amount of accrued and unpaid interest on the 2003 notes and 2006 notes as of December 24, 2003 is $20,775,443 and $24,241,667, respectively. The CUSIP number of the 2003 notes is 893868AA7 and the ISIN number of the 2003 notes is US893868AA72. The CUSIP number of the 2006 notes is 893868AC3 and the ISIN number of the 2006 notes is US893868AC39.

The Consent Solicitation

        Concurrently with the exchange offer, we are soliciting consents from holders of the 2006 notes to the proposed amendment to the indenture governing the 2006 notes. Holders of 2006 notes may give their consent to the proposed amendment by tendering their 2006 notes in the exchange offer and will be deemed to have given their consent by so tendering. See "The Proposed Amendment."

Required Consents

        Consents must be received from holders of a majority in aggregate outstanding principal amount of 2006 notes to amend the indenture governing the 2006 notes in the manner contemplated by the proposed amendment. It is a condition of the exchange offer that as of the expiration of the exchange offer we receive valid and unrevoked tenders from holders holding existing notes equal to at least 98% in aggregate outstanding principal amount of the 2003 notes and 95% in aggregate outstanding principal amount of the 2006 notes pursuant to the exchange offer.

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        If the required consents are received with respect to the 2006 notes and the exchange offer is consummated, we and the trustee with respect to the 2006 notes will execute a supplemental indenture to the indenture governing the 2006 notes setting forth the proposed amendments in respect of the 2006 notes and this supplemental indenture will become operative immediately after the settlement date of the exchange offer. Each non-exchanging holder of the 2006 notes will be bound by the supplemental indenture, even if the holder did not give its consent. The indenture governing the 2006 notes, without giving effect to the proposed amendment, will remain in effect until the proposed amendment becomes operative. If the exchange offer is terminated or withdrawn, the proposed amendment will not become operative. See "The Proposed Amendment."

Withdrawal of Consents

        Holders of 2006 notes tendering their 2006 notes in the exchange offer will be deemed to have given their consent by so tendering. Any consents given after the date of this prospectus and solicitation statement are irrevocable and may not be withdrawn, except in the event we amend the exchange offer in a material manner or waive a condition thereto. Furthermore, under certain circumstances, amending the exchange offer or waiving a condition thereto or a termination of the voting agreements will allow holders of existing notes who have entered into voting agreements to be released from their obligations to support the restructuring, and under such circumstances they may withdraw any existing notes that have been tendered by them for exchange and revoke any consent to the proposed amendment. See "—Expiration Date; Extensions; Amendments; Termination."

Conditions to the Exchange Offer

        The exchange offer is subject to the satisfaction or waiver on or before the expiration date of the following conditions:

(1)

we shall have received valid and unrevoked tenders representing at least 98% in aggregate outstanding principal amount of the 2003 notes and 95% in aggregate outstanding principal amount of the 2006 notes pursuant to the exchange offer;



(2)

due consents, authorization and approvals from all governmental and regulatory authorities shall have been received in respect of the exchange of the new notes for the existing notes, the issuance of the new notes, and such consents, authorizations and approvals shall remain in full force and effect, without the imposition of any condition that, in our reasonable judgment, could materially adversely affect our business, condition (financial or otherwise), income, operations, properties, assets, liabilities or prospects and that of our subsidiaries, taken as a whole, or materially impair the contemplated benefits to us of the exchange offer or the exchange of new notes for existing notes under the exchange offer;



(3)

no action or event shall have occurred or been threatened, no action shall have been taken, and no statute, rule, regulation, judgment, order, stay, decree or injunction shall have been promulgated, enacted, entered, enforced or deemed applicable to the exchange offer, the exchange of new notes for existing notes under the exchange offer, by or before any court or governmental regulatory or administrative agency, authority or tribunal, that either:



(a)

challenges the making of the exchange offer, the exchange of new notes for existing notes under the exchange offer, or might, directly or indirectly, prohibit, prevent, restrict or delay consummation of or might otherwise adversely affect in any material manner, the exchange offer, or the exchange of new notes for existing notes under the exchange offer; or



(b)

in our reasonable judgment, could materially adversely affect our business, condition (financial or otherwise), income, operations, properties, assets, liabilities or prospects and that of our subsidiaries, taken as a whole, or materially impair the contemplated benefits

71

to us of the exchange offer or the exchange of new notes for existing notes under the exchange offer;

(4)

there shall not have occurred (a) any general suspension of or limitation on trading in securities in Mexico, the United States or other financial markets, including the over-the-counter market (whether or not mandatory), (b) a material impairment in the general trading market for debt securities, (c) a declaration of a banking moratorium in Mexico, the United States or other major financial markets (whether or not mandatory), (d) any limitation (whether or not mandatory) by any governmental authority on, or other event having a reasonable likelihood of affecting, the extension of credit by banks or other lending institutions, (e) any material adverse change in political or economic conditions in Mexico or in securities or financial markets in Mexico, the United States or other international securities or financial markets generally, (f) a material change in the Mexican or U.S. currency exchange rates or a general suspension of or material limitation on the markets therefore, or (g) in the case of any of the foregoing existing at the time of the commencement of the exchange offer, a material acceleration or worsening thereof;



(5)

we shall not have received a ruling from any regulatory authority that the exchange offer is in violation of the laws of its jurisdiction;



(6)

the trustees with respect to the existing notes shall not have objected in any respect to, or taken any action that could, in our reasonable judgment, adversely affect the consummation of (a) the exchange offer and the exchange of new notes for existing notes under the exchange offer, or (b) the consent solicitation and the effectiveness of the proposed amendment; nor shall the trustees, with respect to the existing notes have taken any action that challenges the validity or effectiveness of the procedures used by us in making (y) the exchange offer and the exchange of the new notes for existing notes under the exchange offer, or (z) the consent solicitation and the obtaining of consents.



(7)

the Company, the other parties to the securitization facility and the holder of certificates under the securitization facility shall have terminated the call option in respect of the Grupo TFM shares in exchange for a grant in favor of the trust established under the securitization facility of a first priority security interest in a number of MM Shares with a fair market value of not less than 150% of the value of the then outstanding certificates issued under the securitization facility. In addition, (i) the Company, the other parties to the securitization facility and the holder of certificates under the securitization facility shall have amended the securitization facility as required to facilitate the restructuring and (ii) the Company, the other parties to the securitization facility and the holder of the certificates issued under the securitization facility shall have entered into an intercreditor or similar agreement which will govern the relative rights of the holders of certificates and the holders of new notes with respect to the MM Shares subject to such agreement.

        The foregoing conditions are for our sole benefit and may be waived by us in whole or in part, and with respect to either or both series of the existing notes in our reasonable discretion. Any determination made by us concerning an event, development or circumstance described or referred to above shall be conclusive and binding. Further, we may terminate the exchange offer or modify, extend or otherwise amend the exchange offer at any time prior to or concurrently with the expiration date in our sole discretion, subject to the withdrawal rights of holders of existing notes as described herein.

        Notwithstanding the foregoing, the waiver by us of certain conditions, including condition 1 (minimum tender) above and condition 7 (amendment of the securitization facility) above, but excluding other customary tender offer conditions (provided we use commercially reasonable efforts to satisfy all such conditions), requires the approval of holders of at least 51% of the principal amount of the existing notes held by all holders who have entered into voting agreements. If such approval is not obtained then, in addition to any other remedies that may be available to them, the holders of existing

72

notes who have entered into voting agreements will be released from their obligations to support the restructuring, and under such circumstances they may withdraw any existing notes that have been tendered by them for exchange and revoke any consents given to the proposed amendment. See "The Company—Negotiations with Ad Hoc Committee of Holders of Existing Notes; Voting Agreements."

Expiration Date; Extensions; Amendments; Termination

        The expiration date for the exchange offer will be 11:59 p.m., New York City time, on                        , 2004, subject to our right to extend such expiration date in our sole discretion, subject to the terms of the voting agreements.

        We may, at any time before or concurrently with the expiration date for the exchange offer:

(1)

if we reasonably conclude that the conditions to the exchange offer (other than the minimum tender condition) will not be satisfied, terminate the exchange offer;



(2)

modify, extend or otherwise amend the exchange offer and retain all tendered existing notes until the expiration date, as extended, of the exchange offer; or



(3)

waive the unsatisfied conditions with respect to the exchange offer and accept all existing notes tendered and not previously withdrawn.

        We will give oral (promptly confirmed in writing) or written notice of such delay, termination, extension or amendment to the exchange agent and the holders of existing notes. If the exchange offer is amended in a manner, or a condition is waived, that we determine constitutes a material change, we will extend the exchange offer to ensure that it remains open for a period sufficient to allow holders the opportunity to consider information regarding such change (or, if applicable, such longer period as is required by law) from the date that such material change is first published or sent or given to holders of existing notes. Five business days will be deemed a sufficient period for these purposes, except that in the event that the exchange offer is amended to change either the percentage of existing notes being sought or the consideration offered or the minimum tender condition, we will ensure that the exchange offer remains open for a period of at least 10 days following such notice. Any change in the consideration offered to holders of existing notes pursuant to the exchange offer will be paid to all holders whose existing notes have previously been tendered pursuant to the exchange offer. There can be no assurance that we will exercise our right to extend, terminate or amend the exchange offer or waive any condition thereof. However, in the event that we decide to amend the terms of the exchange offer or waive or amend certain conditions thereto, under certain circumstances, the holders of existing notes who have entered into voting agreements may be released from their obligations thereunder, and shall be entitled to withdraw any previously tendered notes. See "The Company—Negotiations with Ad Hoc Committee of Holders of Existing Notes; Voting Agreements."

        We will announce any extension, amendment or termination of the exchange offer by 9:00 a.m., New York City time, on the business day following such action through a press release or such other means of announcement as we deem appropriate. Without limiting the manner in which we may choose to make such announcements, a press release given to the Dow Jones News Service, with a copy to DTC, Euroclear and Clearstream, Luxembourg, will, in all cases, be deemed sufficient means of announcement of any such extension, amendment or termination of the exchange offer. In the event we decide to materially amend the exchange offer, we will distribute to all holders a prospectus supplement describing the new terms of the exchange offer.

Effect of Tender

        Any tender by a holder of existing notes (and our subsequent acceptance of such tender) of any existing notes will constitute a binding agreement between that holder and us upon the terms and subject to the conditions of the exchange offer described herein and in the letter of transmittal. The acceptance of the exchange offer by a tendering holder of existing notes will constitute the agreement by that holder to deliver good and marketable title to the tendered existing notes, free and clear of any and all liens,

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restrictions, charges, adverse claims, pledges, security interests, encumbrances or rights of any kind of third parties. We reserve the right to waive, in our absolute discretion, any defects or irregularities of tender as to particular existing notes, whether or not waived in the case of other existing notes.

Letter of Transmittal; Representations, Warranties and Covenants of Holders of Existing Notes

        Subject to the withdrawal rights afforded to holders pursuant to the terms hereof, upon tender of any existing notes, a holder, or the beneficial owner of such existing notes on behalf of which the holder has tendered, will be deemed, among other things, to:

(1)

irrevocably sell, assign and transfer to or upon our order or the order of our nominee, all right, title and interest in and to, any and all claims in respect of or arising or having arisen as a result of such holder's status as a holder of all existing notes tendered thereby, such that thereafter it shall have no contractual or other rights or claims in law or equity against us or any fiduciary, trustee, fiscal agent or other person connected with the existing notes arising under, from or in connection with such existing notes;



(2)

waive any and all rights with respect to the existing notes tendered thereby (including, without limitation, any existing, past or continuing defaults and their consequences in respect of such existing notes); and



(3)

release and discharge us and the trustee and our and the trustee's respective officers, directors, employees, subsidiaries and agents from any and all claims such holder may have, now or in the future, arising out of or related to the existing notes tendered thereby, including, without limitation, any claims that such holder is entitled to receive additional principal or interest payments with respect to the existing notes tendered thereby (other than as expressly provided in this prospectus and solicitation statement and the letter of transmittal) or to participate in any redemption or defeasance of the existing notes tendered thereby.

        In addition, such holder of existing notes, or the beneficial owner of such existing notes on behalf of which the holder has tendered, will be deemed to acknowledge, represent, warrant and agree that:

(1)

it has received this prospectus and solicitation statement;



(2)

it is the beneficial owner (as defined below) of, or a duly authorized representative of one or more such beneficial owners of, the existing notes tendered thereby and it has full power and authority to execute the letter of transmittal and make the representations, warranties and agreements made thereby, and has full power and authority to tender, sell, assign and transfer the existing notes tendered thereby;



(3)

the existing notes being tendered thereby were owned as of the date of tender, free and clear of any liens, charges, claims, encumbrances, interests and restrictions of any kind, and we will acquire good, indefeasible and unencumbered title to such existing notes, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind, when we accept the same;



(4)

it will not sell, pledge, hypothecate or otherwise encumber or transfer any existing notes tendered thereby from the date of the letter of transmittal and agrees that any purported sale, pledge, hypothecation or other encumbrance or transfer will be void and of no effect;



(5)

in evaluating the exchange offer and in making its decision whether to participate therein by submitting a letter of transmittal and tendering its existing notes, such holder has made its own independent appraisal of the matters referred to herein and in any related communications and is not relying on any statement, representation or warranty, express or implied, made to such holder by us or the solicitation agent, other than those contained in this prospectus and solicitation statement (as supplemented to the expiration date);

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(6)

the execution and delivery of the letter of transmittal shall constitute an undertaking to execute any further documents and give any further assurances that may be required in connection with any of the foregoing, in each case on and subject to the terms and conditions set out or referred to in this prospectus and solicitation statement;



(7)

the terms and conditions of the exchange offer shall be deemed to be incorporated in, and form a part of, the letter of transmittal which shall be read and construed accordingly; and



(8)

we and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations, warranties and agreements, and that if any of the acknowledgements, representations, warranties and agreements deemed to have been made by it by its participation in the exchange offer or its acquisition of the new notes are no longer accurate, it will promptly notify us.

        The representations and warranties and agreements of a holder tendering existing notes shall be deemed to be repeated and reconfirmed on and as of the expiration date and the settlement date. For purposes of this prospectus and solicitation statement, the "beneficial owner" of any existing notes shall mean any holder that exercises sole investment discretion with respect to such existing notes.

Acceptance of the Existing Notes for Exchange; Delivery of our New Notes

        Upon satisfaction or waiver of all of the conditions to the exchange offer, all existing notes properly tendered and not withdrawn will be accepted and new notes will be issued on the settlement date. For purposes of the exchange offer, existing notes shall be deemed to have been accepted as validly tendered for exchange if and when we have given written notice to the exchange agent.

        In all cases, the issuance of new notes for existing notes that are accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of:

•

either (a) an agent's message and a timely book-entry confirmation of a book-entry transfer of the existing notes to the exchange agent's account at the book-entry transfer facility or (b) receipt of a properly completed and duly executed letter of transmittal together with the existing notes specified therein; and



•

all other required documents.

        If any tendered existing notes are not accepted for any reason, the unaccepted or nonexchanged existing notes will be promptly returned to the holder who tendered such existing notes after the expiration or termination of the exchange offer.

Procedures for Tendering

        Existing notes tendered in the exchange offer must be in denominations of $1,000 principal amount and multiples of $1,000. New notes will be issued in denominations of $1 and multiples of $1. Any holder who would otherwise receive a fractional interest in the new notes will have its distribution of new notes rounded up to the nearest whole dollar amount if the fractional interest in the new notes would be greater than or equal to $0.50 and rounded down to the nearest whole dollar if the fractional interest in the new notes would be less than $0.50. We will aggregate all existing notes held by a holder for this purpose.

        When you tender your existing notes, and we accept the existing notes, this will constitute a binding agreement between you and us, subject to the terms and conditions set forth in this prospectus and solicitation statement and the enclosed letter of transmittal.

        If your existing notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender them in the exchange offer, you should promptly contact the person in whose name the existing notes are registered and instruct that person to tender on your behalf.

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DTC Account Required

        If your existing notes are held by you as physical certificates registered in your name, and you wish to tender them in the exchange offer, you must (a) deliver these existing notes to a broker, dealer, commercial bank, trust company or other custodian that can act on your behalf and that has an account at DTC and (b) instruct this custodian to tender your existing notes on your behalf. We are requiring this because the new notes will be available only in book-entry form through accounts at DTC. Since you would anyway be required to provide a DTC account that could receive the new notes, we are requiring you tender your existing notes through a DTC account also.

        For more information about arranging and managing a DTC account, please visit the DTC's website at http://www.dtc.org/dtcpublic/html or contact its Relationship Management division at (212) 855-4155. DTC deposit services are usually offered for a nominal transaction fee, but prices may vary in certain circumstances. If you require further assistance with DTC related matters, please contact the information agent at the phone number listed on the back cover page of this prospectus and solicitation statement.

        If your existing notes are held through Euroclear or Clearstream, Luxembourg, you must comply with the procedures established by Euroclear or Clearstream, Luxembourg, as applicable, for the exchange offer. Euroclear and Clearstream, Luxembourg intend to collect from their direct participants (a) instructions to (1) tender existing notes held by them on behalf of their direct participants in the exchange offer, (2)"block" any transfer of existing notes so tendered until the completion of the exchange offer and (3) debit their account on the settlement date in respect of all existing notes accepted for exchange by us and (b) irrevocable authorizations to disclose the names of the direct participants and information about the foregoing instructions. Upon the receipt of these instructions, Euroclear and Clearstream, Luxembourg will advise, indirectly, the exchange agent of the amount of existing notes being tendered and other required information. Euroclear and Clearstream, Luxembourg may impose additional deadlines in order to process properly these instructions. As a part of tendering through Euroclear or Clearstream, Luxembourg, you are required to become aware of any such additional deadlines.

        As of the date of this prospectus and solicitation statement, most of the existing notes are held by the nominee of DTC. These existing notes are recorded on DTC's books in the names of DTC participants (each a "DTC participant"), who hold the existing notes for beneficial owners or other custodians.

        The exchange agent and DTC have confirmed that the exchange offer is eligible for ATOP. Accordingly, a DTC participant may only tender existing notes by electronically transmitting its acceptance of the exchange offer through the ATOP Procedures. DTC will then verify the acceptance, execute a book-entry delivery to the exchange agent's account at DTC, and send an agent's message to the exchange agent. The term "agent's message" means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that DTC has received an express acknowledgment from the DTC participant tendering existing notes that are the subject of such confirmation of book-entry transfer and that such DTC participant has received and agrees to be bound by the terms of the letter of transmittal and that we may enforce the terms of the letter of transmittal against such DTC participant.

        The exchange agent will make a request to establish an account with respect to the existing notes at DTC for purposes of the exchange offer within two business days after the date of this prospectus and solicitation statement. In order for a book-entry transfer to constitute a valid tender of your existing notes in the exchange offer, the exchange agent must receive a confirmation of book-entry transfer of your existing notes into the exchange agent's account at DTC prior to the expiration date. Although you need not deliver a completed letter of transmittal when you tender your existing notes by book-entry delivery, you are still bound by the terms of the letter of transmittal.

        You should not send any documents relating to the exchange offer to us.

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        We will determine all questions as to the validity, form, eligibility, including time of receipt, and acceptance of existing notes tendered for exchange in our sole discretion prior to the expiration date. Our determination shall be final and binding. We reserve the absolute right to reject any and all tenders of existing notes improperly tendered or to not accept any existing notes, the acceptance of which might be unlawful as determined by us or our counsel. We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any existing notes, including the right to waive the ineligibility of any holder who seeks to tender existing notes in the exchange offer. Our interpretation of the terms and conditions of the exchange offer as to any particular existing notes, including the terms and conditions of the letter of transmittal and the accompanying instructions, will be final and binding. Unless waived, any defects or irregularities in connection with tenders of existing notes for exchange must be cured within a reasonable period of time, as we determine. Neither the exchange agent nor the solicitation agent nor any other person has any duty to give notification of any defect or irregularity with respect to any tender of existing notes for exchange, nor will we have any liability for failure to give this notification.

No Withdrawal Rights

        Tenders for exchange of existing notes that are made on or after the date of this prospectus and solicitation statement are irrevocable and may not be withdrawn, except in the event we amend the exchange offer in a material manner or waive a material condition thereto. Furthermore, under certain circumstances, amending the exchange offer or waiving a condition thereto will allow holders of existing notes who have entered into voting agreements to be released from their obligations to support the restructuring, and under such circumstances they may withdraw any existing notes that have been tendered by them for exchange.

Exchange Agent

        The Bank of New York has been appointed the exchange agent for the exchange offer. All correspondence in connection with the exchange offer should be sent or delivered to The Bank of New York at the address and facsimile number set forth on the back cover page of this prospectus and solicitation statement. We will pay The Bank of New York customary fees for its services and will reimburse it for its out-of-pocket expenses in connection with such services. Questions concerning tender procedures should be directed to the exchange agent.

        Holders of existing notes may also contact their commercial bank, broker, dealer, trust company or other nominee for assistance concerning the exchange offer.

Solicitation Agent, Information Agent and Voting Agent

        Innisfree M&A Incorporated is serving as the solicitation agent, information agent and voting agent (the "solicitation agent") for the exchange offer, consent solicitation and the U.S. prepackaged plan. You can find the address and telephone number for Innisfree M&A Incorporated on the back cover page of this prospectus and solicitation statement. We will pay a flat fee to Innisfree M&A Incorporated for soliciting acceptances of the exchange offer if the exchange offer is consummated. The fee will be payable on the date the new notes are issued in the exchange offer. We will also reimburse Innisfree M&A Incorporated for reasonable out-of-pocket expenses. The obligations of the solicitation agent to perform such functions are subject to certain conditions. We have agreed to indemnify Innisfree M&A Incorporated against certain liabilities, including certain liabilities under United States federal securities laws. Questions regarding the terms of the exchange offer may be directed to Innisfree M&A Incorporated at the address or telephone number set forth on the back cover page of this prospectus and solicitation statement.

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Other Fees and Expenses

        We will bear the fees and expenses of soliciting tenders of the existing notes. The principal solicitation is being made by mail; additional solicitations may, however, be made by telegraph, facsimile transmission, telephone, email or in person by the solicitation agent and the information agent, as well as by our officers and other employees and those of our affiliates.

        Pursuant to an engagement letter among us, TMM Logistics, S.A. de C.V., Naviera del Pacifico, S.A. de C.V., MBLY and EMVA, dated May 23, 2003 (the "MBLY/EMVA engagement letter"), we have agreed to pay MBLY and EMVA a cash fee of $300,000.00 per month, which fee will be shared equally by MBLY and EMVA, for their advice and assistance in structuring, negotiating and effecting our financial restructuring. In addition, if the restructuring is consummated, we will pay MBLY and EMVA a transaction fee of $5,000,000.00 (to be shared equally between MBLY and EMVA), except that such fee will be reduced to $4,000,000 under certain circumstances. In addition, we are obligated to reimburse MBLY's and EMVA's reasonable expenses (including legal fees) and to indemnify them for claims relating to the engagement pursuant to the terms of the MBLY/EMVA engagement letter. Under the engagement letter, the transaction fee will be due in full no later than the date on which the restructuring is consummated. We will be entitled to credit against the transaction fee a portion of the monthly advisory fees paid to MBLY and EMVA.

        Pursuant to an engagement letter between Houlihan Lokey Howard & Zukin Capital and us, dated July 22, 2003 (the "HLHZ engagement letter"), we have agreed to pay Houlihan Lokey Howard & Zukin Capital a monthly cash fee of $125,000, for its services as financial advisor on behalf of the Committee in connection with the restructuring. In addition, in the event that a transaction is consummated, we will pay Houlihan Lokey Howard & Zukin Capital a transaction fee equal to $1,000,000. At the option of the Committee and with our consent, the transaction fee will be payable in cash or new notes. If the transaction fee is paid in new notes and we receive tenders of all of the existing notes, Houlihan Lokey Howard & Zukin Capital would hold less than 0.25% of the aggregate principal amount of the new notes. Starting with the tenth monthly cash payment, 50% of all monthly fees paid to Houlihan Lokey Howard & Zukin Capital will be credited to and applied against the transaction fee.

Listing of the New Notes

        The new notes will not be listed on any trading exchange.

Mexican Regulatory Approval of the New Notes

        On October 10, 2003, the Comisión Nacional Bancaria de Valores of Mexico ("CNBV") approved the registration of the new notes at the Sección Especial (Special Section) of the Registro Nacional de Valores ("RNV") with such approval extending through April 10, 2004. On April 27, 2004, we notified the CNBV of the current status of our restructuring effort and believe that it will extend its approval in order to enable us to register the new notes upon the consummation of the restructuring. Registration of the new notes at the Special Section does not imply any certification as to the investment quality of the new notes or the solvency of Grupo TMM or the accuracy or completeness of the information contained herein.

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THE PROPOSED AMENDMENT

General

        The valid tender of the 2006 notes in accordance with the procedures set forth in "The Exchange Offer and Consent Solicitation" will constitute the consent of the holders of the 2006 notes to the proposed amendment to the indenture governing the 2006 notes. You may not deliver your consent without tendering your 2006 notes.

        If you tender your 2006 notes, you will be deemed to have consented to the proposed amendment in its entirety with respect to the 2006 notes you tender. You may not consent selectively to portions of the proposed amendment.

        To the extent the proposed amendment to the indenture governing the 2006 notes is adopted, the Company expects that it and the trustee will execute the supplemental indenture substantially in the form set forth in Annex B to this prospectus and solicitation statement, giving effect to the proposed amendment on or shortly after the expiration date. The proposed amendment will become effective only upon the consummation of the exchange offer and the effectiveness of the supplemental indenture.

        Set forth below is a brief description of the proposed amendment to be made to the indenture governing the 2006 notes. This description is qualified in its entirety by reference to the full provisions of the 2006 notes indenture, copies of which the information agent can provide to you.

The Amendment

Elimination of "Existence" covenant

        Under Section 5.4 of the indenture governing the 2006 notes, we agreed to do all things necessary to preserve our and our restricted subsidiaries' corporate existence, rights and franchises. Under the supplemental indenture, these covenants will be deleted in their entirety.

Elimination of "Maintenance of Properties; Insurance" covenant

        Section 5.5 of the indenture governing the 2006 notes requires, among other things, that: (A) we maintain all properties used in the conduct of our and our restricted subsidiaries' businesses; and (B) we and our restricted subsidiaries maintain appropriate insurance on vessels and property used in the conduct of those businesses. Under the supplemental indenture, this provision will be deleted in its entirety.

Elimination of "Payment of Taxes" covenant

        Section 5.6 of the indenture governing the 2006 notes requires us, absent special circumstances, to pay all material taxes, assessments and government charges prior to delinquency. Under the supplemental indenture, this covenant will be deleted in its entirety.

Elimination of "Limitation on Restricted Payments" covenant

        Under Section 5.12 of the indenture governing the 2006 notes, we agreed that we and our restricted subsidiaries would not be permitted to, among other things, declare or pay any dividend or make any distribution with respect to our or their capital stock, or make certain investments, except under certain limited circumstances. Under the supplemental indenture, this covenant will be deleted in its entirety.

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Elimination of "Limitations on Transactions with Affiliates" covenant

        Section 5.13 of the indenture governing the 2006 notes prohibits us and our restricted subsidiaries from engaging in transactions with affiliates unless certain conditions are met. Under the supplemental indenture, this covenant will be deleted in its entirety.

Elimination of "Limitation on Indebtedness" covenant

        Section 5.14 of the indenture governing the 2006 notes restricts us and our restricted subsidiaries from incurring additional indebtedness except in certain circumstances. Under the supplemental indenture, this covenant will be deleted in its entirety.

Elimination of "Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries" covenant

        Section 5.15 of the indenture governing the 2006 notes restricts us and our restricted subsidiaries from, among other things, restricting the ability of our restricted subsidiaries to pay dividends or obligations owing to us or another restricted subsidiary, making loans to us or a restricted subsidiary, and transferring property to us or a restricted subsidiary, subject to certain exceptions. Under the supplemental indenture, this covenant will be deleted in its entirety.

Elimination of "Change of Control" repurchase provision

        Section 5.16 of the indenture governing the 2006 notes requires us to offer to purchase all of the outstanding 2006 notes at a purchase price equal to 101% of their principal plus accrued interest within 60 days following the occurrence of a change of control. Under the supplemental indenture, this covenant will be deleted in its entirety.

Elimination of "Limitations on Liens" covenant

        Section 5.17 of the indenture governing the 2006 notes prohibits us and our restricted subsidiaries, subject to certain exceptions, from granting liens upon any of our or their property or assets. Under the supplemental indenture, this covenant will be deleted in its entirety.

Elimination of "Restriction on Asset Dispositions" covenant

        Section 5.18 of the indenture governing the 2006 notes restricts us and our restricted subsidiaries from selling assets unless certain conditions are met, and restricts the use of the proceeds from such sale. Under the supplemental indenture, this covenant will be deleted in its entirety.

Elimination of "Limitation on Sale and Leaseback Transaction" covenant

        Section 5.19 of the indenture governing the 2006 notes restricts our ability to engage in sale and leaseback transactions unless certain conditions are satisfied. Under the supplemental indenture, this covenant will be deleted in its entirety.

Elimination of "Limitation on Issuance of Guarantees by Restricted Subsidiaries" covenant

        Section 5.20 of the indenture governing the 2006 notes prohibits our restricted subsidiaries from guaranteeing any of our indebtedness unless certain conditions are satisfied. Under the supplemental indenture, this covenant will be deleted in its entirety.

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Elimination of "Restriction on Investment Activity" covenant

        Section 5.21 of the indenture governing the 2006 notes prohibits us and our restricted subsidiaries from becoming an investment company and requires us to refrain from engaging in activities that would cause us to become an investment company under the Investment Company Act of 1940. Under the supplemental indenture, this covenant would be deleted in its entirety.

Amendment to "Events of Default" provisions

        Section 6.1 of the indenture governing the 2006 notes provides that an event of default is triggered if, among other things, (A) we fail to comply with any of the covenants and provisions described above, (B) we or any of our restricted subsidiaries default under our or such restricted subsidiary's debt obligations in excess of $10 million, (C) we or any of our restricted subsidiaries are subject to certain bankruptcy events or (D) we or any of our restricted subsidiaries have final judgments rendered against us or them in an aggregate amount in excess of $10 million. Under the supplemental indenture, these events of default will be deleted in their entirety.

Elimination of merger restrictions

        Article 11 of the indenture governing the 2006 notes prohibits us and our restricted subsidiaries from consolidating or merging or transferring all or substantially all of our assets unless certain conditions are met. Under the supplemental indenture, these restrictions will be deleted in their entirety.

Amendment to form of note

        Section 2.3 of the indenture governing the 2006 notes will be amended to reflect the elimination of the covenants and events of default described above.

        Under the supplemental indenture, definitions of certain terms will be deleted and conforming modifications will be made to various sections in the indenture that relate to the deletion of the provisions described above.

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THE U.S. PREPACKAGED PLAN

        WE HAVE NOT COMMENCED A BANKRUPTCY CASE, WHICH WE REFER TO IN THIS PROSPECTUS AND SOLICITATION STATEMENT AS A "REORGANIZATION CASE" OR "U.S. BANKRUPTCY CASE," OR FILED THE U.S. PREPACKAGED PLAN UNDER THE U.S. BANKRUPTCY CODE AT THIS TIME. THIS PROSPECTUS AND SOLICITATION STATEMENT SOLICITS ADVANCE ACCEPTANCE OF THE U.S. PREPACKAGED PLAN IN THE EVENT THAT A REORGANIZATION CASE IS COMMENCED AND THE U.S. PREPACKAGED PLAN IS FILED, AND CONTAINS INFORMATION RELEVANT TO A DECISION TO ACCEPT OR REJECT THE U.S. PREPACKAGED PLAN.

        IF THE REQUISITE 98% ACCEPTANCE LEVEL FOR THE 2003 NOTES AND 95% ACCEPTANCE LEVEL FOR THE 2006 NOTES DESIGNATED FOR THE EXCHANGE OFFER ARE ACHIEVED AND ALL OTHER CONDITIONS TO THE EXCHANGE OFFER ARE MET OR WAIVED, WE HAVE NO INTENTION OF COMMENCING A U.S. BANKRUPTCY CASE. IF THE CONDITIONS TO THE EXCHANGE OFFER ARE NOT MET OR WAIVED, BUT THE REQUISITE ACCEPTANCES ARE RECEIVED TO CONFIRM THE U.S. PREPACKAGED PLAN, WE ARE OBLIGATED, PURSUANT TO THE TERMS OF THE VOTING AGREEMENTS, TO COMMENCE A U.S. BANKRUPTCY CASE TO EFFECTUATE THE RESTRUCTURING THROUGH THE U.S. PREPACKAGED PLAN, OR IN THE ALTERNATIVE, A CONCURSO MERCANTIL UNDER THE LAWS OF MEXICO (SEE "THE MEXICAN LAW OF COMMERCIAL REORGANIZATIONS").

        THE DECISION TO VOTE ON THE U.S. PREPACKAGED PLAN IS COMPLETELY INDEPENDENT FROM THE DECISION OF WHETHER OR NOT TO TENDER YOUR EXISTING NOTES IN THE EXCHANGE OFFER. YOUR PARTICIPATION IN THE EXCHANGE OFFER WILL NOT CONSTITUTE ACCEPTANCE OR REJECTION OF THE U.S. PREPACKAGED PLAN. THEREFORE, YOU ARE ENCOURAGED TO VOTE ON THE U.S. PREPACKAGED PLAN REGARDLESS OF WHETHER YOU CHOOSE TO PARTICIPATE IN THE EXCHANGE OFFER. IN ADDITION, HOLDERS OF THE EXISTING NOTES WHO ARE NOT PARTICIPATING IN THE EXCHANGE OFFER SHOULD NOT RETURN THEIR EXISTING NOTES WITH THE BALLOT WHETHER OR NOT THEY VOTE TO ACCEPT OR REJECT THE U.S. PREPACKAGED PLAN.

        The Company, in consultation with the Committee, has prepared the U.S. prepackaged plan, which it believes is a reasonable, attractive alternative to the exchange offer as a means to effectuate the restructuring. The Company contemplates the commencement of a case under Chapter 11 of the U.S. Bankruptcy Code only if the conditions to the exchange offer, including the minimum tender condition, are not met or waived, but the requisite acceptances to confirm the U.S. prepackaged plan are received. The Company has also reserved the right to proceed by means of the prearranged concurso mercantil. However, the Company has chosen to proceed to solicit acceptances with respect to the U.S. prepackaged plan (rather than with respect to the concurso mercantil) because of the established precedents governing a prepackaged Chapter 11 case under the U.S. Bankruptcy Code, which provide greater certainty to creditors. The decision to solicit acceptances to consummate the restructuring through the U.S. prepackaged plan rather than the prearranged concurso mercantil, as an alternative to the exchange offer, was also motivated by the fact that the existing notes are governed by New York law, the fact that many holders of existing notes are U.S. and European entities, and the existence of assets in the U.S. which the Company believes is sufficient to establish the jurisdiction necessary to commence the reorganization case in a U.S. bankruptcy court. For a summary of our financial condition, the background of and reasons for the restructuring and the reasons why we are seeking acceptance of the U.S. prepackaged plan, see "Summary."

        In the event we decide to effect the restructuring through commencement of a U.S. bankruptcy case, and in order to pursue a U.S. bankruptcy reorganization in the quickest and most cost efficient

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manner, we are soliciting acceptances of the U.S. prepackaged plan from the holders of our existing notes pursuant to this prospectus and solicitation statement. The U.S. prepackaged plan provides for, among other things, the distribution of new notes to the holders of the existing notes. If the U.S. prepackaged plan is consummated, we will distribute new notes in an aggregate principal amount equal to the outstanding amount of existing notes plus the accrued and unpaid interest thereon through the settlement date plus a pro rata portion (calculated on the basis of the claim amount of each holder of existing notes, whether or not such holder voted to accept the U.S. prepackaged plan) of $21,094,605 principal amount of new notes, which is in lieu of the consent fee (which is equal to, in the aggregate, 5% of the sum of the principal amount of existing notes plus respective accrued interest to December 24, 2003) in full settlement and satisfaction of the claims arising from or related to the existing notes.

        UNDER THE U.S. PREPACKAGED PLAN, THE HOLDERS OF THE EXISTING NOTES WILL RECEIVE SUBSTANTIALLY THE SAME CONSIDERATION IN EXCHANGE FOR THE EXISTING NOTES AS THEY WOULD HAVE RECEIVED IN THE EXCHANGE OFFER HAD THE EXCHANGE OFFER BEEN CONSUMMATED (OTHER THAN DIFFERENCES IN PRORATION OF THE ADDITIONAL NEW NOTES). UNDER THE U.S. PREPACKAGED PLAN, ALL EXISTING NOTES WILL BE EXTINGUISHED, INCLUDING THOSE HELD BY HOLDERS WHO DO NOT VOTE FOR THE U.S. PREPACKAGED PLAN OR AGREE TO PARTICIPATE IN THE RESTRUCTURING.

        The form of the U.S. prepackaged plan is attached to this prospectus and solicitation statement as Exhibit A. You should examine closely the U.S. prepackaged plan and this prospectus and solicitation statement in their entirety prior to voting on the U.S. prepackaged plan. See "Risk Factors—Factors relating to the U.S. prepackaged plan" for a discussion of risks associated with the U.S. prepackaged plan and the transactions contemplated thereunder. We encourage you to consult with legal counsel about the U.S. prepackaged plan and its effect on your legal rights before voting.

Anticipated events in a reorganization case

        Chapter 11 is the principal business reorganization chapter of the U.S. Bankruptcy Code. Pursuant to Chapter 11, a debtor may remain in possession of its assets and business and attempt to reorganize its capital structure for the benefit of the debtor, its creditors and other parties in interest.

        The commencement of a reorganization case under Chapter 11 creates an estate comprised of all the legal and equitable interests of a debtor in property as of the date the petition is filed. Sections 1107 and 1108 of the U.S. Bankruptcy Code provide that a debtor may continue to operate its business and remain in possession of its property as a "debtor in possession" unless the U.S. bankruptcy court orders the appointment of a trustee. The filing of a reorganization case also triggers the automatic stay provisions of the U.S. Bankruptcy Code. Section 362 of the U.S. Bankruptcy Code provides, among other things, for an automatic stay of all attempts to collect prepetition claims from the debtor or otherwise interfere with the debtor's property or business. Except as otherwise ordered by the U.S. bankruptcy court, the automatic stay generally remains in full force and effect until confirmation of a plan of reorganization. See "Risk Factors—Factors relating to the U.S. prepackaged plan."

        The U.S. Bankruptcy Code provides that upon commencement of a Chapter 11 bankruptcy case, the Office of the United States Trustee may appoint a committee of unsecured creditors and may, in its discretion, appoint additional committees of creditors or of equity security holders if necessary to ensure adequate representation. The U.S. Bankruptcy Code provides that, once appointed, each official committee may appear and be heard on any issue in the Chapter 11 bankruptcy case and may also:

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consult with the trustee or debtor in possession concerning the administration of the case;

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investigate the acts, conduct, assets, liabilities, and financial condition of the debtor, the operation of the debtor's business and the desirability of the continuance of such business, and any other matter relevant to the case or to the formulation of a plan of reorganization;



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participate in the formulation of a plan, advise those represented by such committee of such committee's determinations as to any plan of reorganization formulated, and collect and file with the U.S. bankruptcy court acceptances or rejections of a plan of reorganization;



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request the appointment of a trustee or examiner; and



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perform such other services as are in the interest of those represented.

        Upon commencement of a Chapter 11 bankruptcy case, all creditors and equity securityholders have standing to be heard on any issue in the Chapter 11 proceedings pursuant to Section 1109(b) of the U.S. Bankruptcy Code.

        The formulation and confirmation of a plan of reorganization is the principal objective of a Chapter 11 case. The plan sets forth the means for satisfying the claims against and interests in the debtor. The U.S. prepackaged plan we propose provides for the restructuring of the existing notes on essentially the same terms proposed in the exchange offer. UNDER THE TERMS OF THE PROPOSED U.S. PREPACKAGED PLAN, NO CREDITORS (OTHER THAN HOLDERS OF THE EXISTING NOTES) WOULD BE DIRECTLY AFFECTED BY THE PROPOSED U.S. PREPACKAGED PLAN. IN ADDITION, THE EXISTING EQUITY HOLDERS WOULD NOT BE AFFECTED BY THE U.S. PREPACKAGED PLAN. IT IS OUR INTENTION THAT ALL CLAIMS, OTHER THAN THOSE ARISING FROM THE EXISTING NOTES, WILL BE REINSTATED OR OTHERWISE SATISFIED AND PAID IN THE SAME WAY AND AT THE SAME TIME AS IF NO CHAPTER 11 BANKRUPTCY FILING HAD OCCURRED. WE INTEND TO CONDUCT OUR BUSINESS AND MEET OUR OBLIGATIONS OTHER THAN THOSE ARISING UNDER THE EXISTING NOTES IN THE ORDINARY COURSE DURING THE PENDENCY OF OUR REORGANIZATION CASE. WE INTEND TO SEEK APPROVAL OF THE U.S. BANKRUPTCY COURT TO PAY CLAIMS (OTHER THAN THOSE ARISING FROM THE EXISTING NOTES) AS THEY COME DUE DURING THE REORGANIZATION CASE. WE CANNOT ASSURE YOU, HOWEVER, THAT WE WILL RECEIVE AUTHORIZATION TO PAY SUCH CLAIMS DURING THE REORGANIZATION CASE OR THAT ALL SUCH CLAIMS AND OBLIGATIONS WILL BE REINSTATED OR OTHERWISE SATISFIED AND PAID AT ANY TIME PRIOR TO OR UPON CONSUMMATION OF THE U.S. PREPACKAGED PLAN.

Solicitation of acceptances of the U.S. prepackaged plan

        Usually, in Chapter 11 cases commenced in the United States, a plan of reorganization is filed and votes to accept or reject the plan are solicited after the commencement of a Chapter 11 case and after approval of a disclosure statement that describes the plan, which is submitted to all creditors for a vote. Nevertheless, a debtor may solicit votes prior to the commencement of a Chapter 11 case in the United States in accordance with Section 1126(b) of the U.S. Bankruptcy Code and Bankruptcy Rule 3018(b). In accordance with such provisions, we are soliciting acceptances from the holders of our existing notes in connection with our reorganization case.

        U.S. Bankruptcy Rule 3018(b) requires that:

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the plan of reorganization be transmitted to substantially all creditors and interest holders entitled to vote on the plan;



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the time prescribed for voting to accept or reject such plan not be unreasonably short; and

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the solicitation of votes be in compliance with any applicable nonbankruptcy law, rule or regulation governing the adequacy of disclosure in such solicitation or, if no such law, rule or regulation exists, votes be solicited only after the disclosure of adequate information.

        Section 1125(a)(1) of the U.S. Bankruptcy Code describes adequate information as information of a kind and in sufficient detail as would enable a hypothetical reasonable investor typical of holders of claims and interests to make an informed judgment about the plan. With regard to a solicitation of votes prior to the commencement of a reorganization case, U.S. Bankruptcy Rule 3018(b) specifically provides that acceptances or rejections of the plan by holders of claims or interests prior to the commencement of a reorganization case will not be deemed acceptances or rejections of the plan if the U.S. bankruptcy court determines, after notice and a hearing, that the plan was not transmitted to substantially all creditors and equity security holders entitled to vote on the plan, that an unreasonably short time was prescribed for such creditors and equity security holders to vote on the plan, or that the solicitation was not otherwise in compliance with Section 1126(b) of the U.S. Bankruptcy Code. If the conditions of the U.S. Bankruptcy Code and Bankruptcy Rules are met, all acceptances and rejections received prior to the commencement of the reorganization case and within the prescribed solicitation period will be deemed to be acceptances and rejections of the plan for purposes of confirmation of the plan under the U.S. Bankruptcy Code.

        If all the conditions of the exchange offer have not been satisfied and/or waived, we are obligated, pursuant to the terms of the voting agreements, to commence a voluntary case under Chapter 11 of the U.S. Bankruptcy Code, file the U.S. prepackaged plan and seek confirmation of the U.S. prepackaged plan or, in the alternative, file the prearranged concurso mercantil proceeding, within 30 business days following commencement of the exchange offer or five business days following the expiration of the exchange offer, whichever is later, so long as we have received acceptances from holders of the existing notes sufficient to confirm the U.S. prepackaged plan; provided, that, if we are using commercially reasonable efforts to commence the prearranged concurso mercantil, the voting agreements provide that we shall have an additional 30 business days within which to commence the prearranged concurso mercantil.

        However, it is possible that even if such a case were commenced and the U.S. prepackaged plan were filed that the U.S. bankruptcy court would nevertheless deny confirmation of the plan on a number of possible grounds. Section 1129 of the U.S. Bankruptcy Code, which sets forth the requirements for confirmation, requires, among other things, a finding by the U.S. bankruptcy court that the plan is feasible; that all claims and interests have been properly classified in compliance with the provisions of Section 1122 of the U.S. Bankruptcy Code; and that each holder of a claim or interest within each impaired class has either accepted the plan or will receive or retain property or cash of a value, as of the effective date of the plan, that is not less than the value such creditor would receive or retain in a hypothetical Chapter 7 liquidation. The U.S. bankruptcy court may conclude that the foregoing requirements of Section 1129 have not been met, that claims have not been classified properly, or that the U.S. prepackaged plan solicitation did not comply with all of the applicable provisions of the U.S. Bankruptcy Code and the Bankruptcy Rules (including the requirement under Section 1126(b) of the U.S. Bankruptcy Code that the U.S. prepackaged plan solicitation comply with any applicable nonbankruptcy law, rule or regulation governing the adequacy of disclosure or that the U.S. prepackaged plan solicitation is made after disclosure of adequate information). In any such event, we may be required to amend the disclosure documents and/or the U.S. prepackaged plan and/or resolicit votes before seeking confirmation of the U.S. prepackaged plan, in which case confirmation of the U.S. prepackaged plan could be delayed and possibly jeopardized. See "The U.S. Prepackaged Plan—Confirmation of the U.S. prepackaged plan." We believe, but cannot guarantee, that the U.S. bankruptcy court would conclude that the U.S. prepackaged plan and the solicitation of votes thereon comply with the U.S. Bankruptcy Code.

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        U.S. Bankruptcy Rule 3016(b) provides that either a disclosure statement under Section 1125 of the U.S. Bankruptcy Code or evidence showing compliance with Section 1126(b) of the U.S. Bankruptcy Code shall be filed with the U.S. prepackaged plan or within the time fixed by the court. This prospectus and solicitation statement is presented to holders of our existing notes to satisfy the requirements of Section 1126(b) of the U.S. Bankruptcy Code and Bankruptcy Rules 3016(b) and 3018(b). We believe, but cannot guarantee, that this prospectus and solicitation statement and the solicitation process we undertake will meet these requirements.

        This U.S. prepackaged plan solicitation is being conducted at this time to obtain the acceptance of the holders of the existing notes. If we seek relief under Chapter 11 of the U.S. Bankruptcy Code, we will attempt to use such acceptances to obtain confirmation of the U.S. prepackaged plan as promptly as practicable. Also, if we commence a Chapter 11 reorganization case, we will promptly seek to obtain an order of the U.S. bankruptcy court finding that the U.S. prepackaged plan solicitation was in compliance with Section 1126(b) of the U.S. Bankruptcy Code and Bankruptcy Rule 3018(b) and that the acceptance of the holders of the existing notes can be used for purposes of confirmation of the U.S. prepackaged plan under Chapter 11 of the U.S. Bankruptcy Code. We reserve the right to use the acceptances to seek confirmation of any amendment or modification of the U.S. prepackaged plan, provided that we may not make any amendment or modification to the U.S. prepackaged plan that is prohibited by the U.S. prepackaged plan or applicable law.

        As more fully described below, we are soliciting acceptances of the U.S. prepackaged plan only from holders of the existing notes, which are classified as Class 4 claims.

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SUMMARY OF CLASSIFICATION AND TREATMENT OF CLAIMS AND EQUITY INTERESTS UNDER THE U.S. PREPACKAGED PLAN(1)

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